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February 2, 2010 AgendaAGENDA CITY OF DENTON CITY COUNCIL February 2, 2010 After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, February 2, 2010 at 5:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: WORK SESSION 1. Requests for clarification of agenda items listed on the agenda for February 2, 2010. Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. When items for consideration are not listed under the Closed Meeting section of the agenda, the City Council will not conduct a Closed Meeting and will convene at the time listed below for its regular or special called meeting. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the TEXAS GOVERNMENT CODE, as amended, as set forth below. CLOSED MEETING 1. Closed Meeting: A. Consultation with Attorney - Under Texas Government Code Section 551.071. 1. Receive a presentation from Denton Municipal Electric staff, discuss, deliberate and consider possible amendment of the ECA Rate Rider to the electric rate ordinance, which is a public power utilities competitive and financial matter. Receive legal advice from the City's attorneys regarding possible recommended changes to the ECA Rate Rider. Provide the City's attorneys with direction. A public discussion of these legal matters would conflict with the duty of the City's attorneys to the City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. 2. Consultation with the City's attorneys regarding legal issues associated with Consent Agenda Item 3A on the City Council's February 2, 2010 agenda where a public discussion of these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. B. Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorney - Under Texas Government Code Section 551.071. 1. Discuss, deliberate and receive information from staff and provide staff with direction pertaining to the grant of property within the Denton Rail Corridor to the DART or DCTA, the limits of said corridor being all that certain lot, tract or parcel of land described in that certain Quitclaim Deed from Missouri Pacific Railroad Company to the City of Denton, Texas City of Denton City Council Agenda February 2, 2010 Page 2 dated August 9, 1993, and filed on August 24, 1993, as Clerk No 93- R0058485 in the Real Property Records of Denton County, Texas; and also being that same property described in that certain Correction Quitclaim Deed, dated June 1, 2001 and filed for record in the Real Property Records of Denton County, Texas as Volume 4857, Page 020211 where such deliberation in an open meeting would have a detrimental effect on the position of the City Council in negotiations with DART or DCTA. Consultation with the City's attorneys regarding legal issues associated with the granting of said property above described where a public discussion of these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. C. Consultation with Attorneys - Under Texas Government Code, Section 551.071. 1. Consultation, discussion, deliberation, and receipt of information from the city's attorneys involving legal matters relating to possible annexations of property into the City of Denton where public discussion of these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV'T. CODE, §551.001, ET SE Q. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071-551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: REGULAR MEETING 1. PLEDGE OF ALLEGIANCE A. U. S. Flag B. Texas Flag "Honor the Texas Flag - I pledge allegiance to thee, Texas, one state under God, one and indivisible." City of Denton City Council Agenda February 2, 2010 Page 3 2. PROCLAMATIONS/PRESENTATIONS A. Proclamations/Awards 1. Resolution of Appreciation for Paul Abbott 2. Denton County Transportation Authority presentation of a ceremonial shovel from the Medpark Station groundbreaking 3. CONSENT AGENDA Each of these items is recommended by the Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Citizens may speak on items listed on the Consent Agenda. A Request to Speak Card should be completed and returned to the City Secretary before Council considers the Consent Agenda. Citizen comments on Consent Agenda items are limited to three minutes. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A - O). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, Consent Agenda Items A - O below will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. A. Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse expenditures from the Solid Waste Reserve Fund with Certificates of Obligation with an aggregate maximum principal amount equal to $1,412,000 to allow the Solid Waste Department to purchase and acquire refuse and recycling vehicles and equipment in order to continue providing Solid Waste Refuse and Recycling Collection operations; and providing an effective date. The Public Utilities Board recommends approval (7-0). B. Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a purchase order through the Buy Board Cooperative Purchasing Network for the acquisition of four refuse trucks and one knuckle boom truck for the City of Denton Solid Waste Department by way of an Interlocal Agreement with the City of Denton; and providing an effective date (File 4473-Equipment for Solid Waste Department awarded to Rush Truck Center, Crane in the amount of $560,960.17, McNeilus Truck in the amount of $278,034 and Southwest International Truck in the amount of 139,309.51 for a total award of 978,303.68). The Public Utilities Board recommends approval (5-0). C. Consider adoption of an ordinance of the City of Denton, Texas accepting competitive sealed bids and awarding a best value contract for the purchase of 15/20/25//28 MVA, 138kV and 138 kV x 69kV to 13.2/7.62kV substation power transformers for Denton Municipal Electric; authorizing the expenditure of funds City of Denton City Council Agenda February 2, 2010 Page 4 therefor; and providing an effective date (Bid 4425-Best Value Bid for Purchase of 15/20/25/28 WA Power Transformers in the estimated first year amount of $2,212,330). The Public Utilities Board recommends approval (7-0). D. Consider adoption of an ordinance of the City of Denton, Texas accepting competitive sealed bids and awarding a best value contract for an electronic document archiving system for the Planning and Development Department; authorizing the expenditure of funds therefor; and providing an effective date (Bid 4450-Best Value Bid for Imaging Project awarded to VP Imaging dba DocuNav Solutions in the amount of $186,650). E. Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a purchase order through the Texas Association of School Boards (TASB) for the acquisition of one Gradall Wheeled Excavator as awarded by way of an Interlocal Agreement with the City of Denton; and providing an effective date (File 4468-Excavator for Drainage Department awarded to Hi-Way Equipment Co., LLC in the amount of $185,500). The Public Utilities Board recommends approval (7-0). F. Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement with Kirkpatrick Architecture Studio for the design and construction oversight of a systems operation and dispatch center building for Denton Municipal Electric; authorizing the expenditure of funds therefor; and providing an effective date (RFSP 4334 in an amount not to exceed $170,000). The Public Utilities Board recommends approval (7-0). G. Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of Ector Street Storm Drainage and Sanitary Sewer Improvements; providing for the expenditure of funds therefor; and providing an effective date (Bid 4439-awarded to the lowest responsible bidder meeting specification, Omega Contracting, Inc., in the amount of $619,882). The Public Utilities Board recommends approval (7-0). H. Consider adoption of an ordinance of the City of Denton, Texas approving the purchase of a ScanX Digital Imaging System and TigerView Explosives Ordnance Disposal/Detection Software for the City of Denton Fire Department available from only one source in accordance with the provision for State Law exempting such purchases from requirements of competitive bids; providing for the expenditure of funds therefor; and providing an effective date (File 4470- Purchase of Imaging System and Explosives Ordnance Disposal/Detection Software for Fire Department awarded to Televere Systems LLC in the amount of $57,647). L Consider adoption of an ordinance of the City of Denton, Texas approving an Agreement between the City of Denton and the North Texas Umpire Association; determining a sole source and approving the expenditure of funds for the purchase of certified softball officiating services available from only one source in accordance with the provisions of the state law exempting such purchases from City of Denton City Council Agenda February 2, 2010 Page 5 the requirements of competitive bids; and providing an effective date (File 4472- Agreement with North Texas Umpire Association in the amount per game as specified in the agreement for an estimated award of $65,000). J. Consider approval of the minutes of: December 15, 2009 January 12, 2010 K. Consider approval of a resolution by the City Council of the City of Denton, Texas granting the City Manager authority to apply to the Texas Commission on Environmental Quality for an amendment to the City's Lake Lewisville Water Right - Permitting Indirect Wastewater Reuse; providing for an effective date. The Public Utilities Board Recommends approval (7-0). L. Consider approval of a resolution authorizing the City Manager to execute a lease between the City of Denton and the Federal Aviation Administration (FAA) for land at the Denton Municipal Airport for the Medium Intensity Approach Lighting System with Runway Alignment (MALSAR), Localizer (LOC), Glide Slope (GS) and Automated Surface Observing System (ASOS); and providing an effective date. The Airport Advisory Board recommends approval (7-0). M. Consider adoption of an ordinance of the City of Denton, Texas approving the issuance of an estoppel certificate to Sykes-Vaughan Investments LLC and Western Petroleum Company; and providing an effective date. The Airport Advisory Board recommends approval (7-0). N. Consider adoption of an ordinance ordering an election to be held in the City of Denton, Texas, on May 8, 2010, and if a runoff election is required, on June 12, 2010, for the purpose of electing Council Members to Places 5 and 6 and electing a Mayor to Place 7 of the City Council of the City of Denton, Texas; prescribing the time and manner of the conduct of the election to be in accordance with an agreement with the Elections Administrator of Denton County; prescribing the form of the ballot; providing for notice; providing for publication of notice of this election; providing a severability clause; providing an open meetings clause; and providing for an effective date. 0. Consider adoption of an ordinance of the City of Denton, Texas amending the Denton Municipal Electric Rate Ordinance contained in Ordinance No. 2009-218, solely as to Rate Rider ECA (Energy Cost Adjustment); providing for a repealer; providing for a severability clause; and providing for an effective date. The Public Utilities Board recommends approval (5-0). 4. PUBLIC HEARINGS A. Continuation of a public hearing on the Sale of the Denton Branch Rail Trail Corridor owned by the City of Denton to the Dallas Area Rapid Transit Authority (DART) for the purposes of reactivation of a rail line between Denton and Carrollton and consideration of an ordinance granting approval for the sale and City of Denton City Council Agenda February 2, 2010 Page 6 transfer of the Denton Branch Rail Trail from approximately Mile Post 721.89 to Mile Post 729.5 for the purpose of a commuter railroad in accordance with Chapter 26 of the Texas Parks and Wildlife Code; and providing an effective date. 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute an Advance Funding Agreement for a project using funds held in the State Highway 121 subaccount in the amount of $57,689,189 between the City of Denton, Texas and the State of Texas for the widening and construction of Bonnie Brae Road from the Interstate Highway 35 East (IH 35E) service road south to U.S. Highway 377; authorizing the expenditure of funds therefor; and providing an effective date. B. Consider adoption of an ordinance of the City of Denton, Texas approving an Interlocal Cooperation Agreement in the amount of $11,537,838 between the City of Denton, Texas and Denton County Precinct No. 4 for the widening and construction of Bonnie Brae Road from the Interstate Highway 35 East (IH 35E) service road south to U.S. Highway 377; authorizing the City Manager or his designee to execute said agreement on behalf of the City of Denton; providing for the expenditure of funds; and providing an effective date. C. Citizen Reports 1. Review of procedures for addressing the City Council. 2. Receive citizen reports from the following: a. Willie Hudspeth regarding concerns of Southeast Denton. b. Jordan Hudspeth regarding concerns of Southeast Denton. C. Hagar Hudspeth regarding concerns of Southeast Denton. d. Robert Donnelly regarding the Engineering Dept, drainage and improvements and the Medpark Station. e. Diana Garrison regarding code enforcement citations at the Shepherd's Hand. f. Rick Henry regarding code enforcement citations at the Shepherd's Hand. D. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the City of Denton City Council Agenda February 2, 2010 Page 7 governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. E. Possible Continuation of Closed Meeting under Sections 551.071-551.086 of the Texas Open Meetings Act. F. Official Action on Closed Meeting Item(s) under Sections 551.071-551.086 of the Texas Open Meetings Act. CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of 2010 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL CHAMBERS IS ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY- TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 DEPARTMENT: Finance ACM: Jon Fortune SUBJECT Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse expenditures from the Solid Waste Reserve Fund with Certificates of Obligation with an aggregate maximum principal amount equal to $1,412,000 to allow the Solid Waste Department to purchase and acquire refuse and recycling vehicles and equipment in order to continue providing solid waste refuse and recycling collection operations; and providing an effective date. The Public Utilities Board recommends approval (7-0). BACKGROUND The Solid Waste Department will be utilizing $1,412,000 in Certificates of Obligation (COs) for the purchase of refuse and recycling collection vehicles and equipment. Initially, expenditures will be charged to the unreserved fund balance of the Solid Waste Department and will be reimbursed with COs sold in Fiscal Year (FY) 2009-10. The FY 2009-10 Budget assumed funds from the issuance of bonds would pay for these expenses but the bond sale will not occur until late spring 2010. As a result, a reimbursement ordinance is needed to avoid a delay in the purchase of this equipment. PRIOR ACTION/REVIEW This item was approved by Public Utilities Board on January 11, 2010. FISCAL INFORMATION This ordinance will allow $1,412,000 from the Solid Waste unreserved fund balance to be expended and subsequently reimbursed with COs. Respectfully submitted: Bryan Langley Director of Finance ORDINANCE NO. 2010- AN ORDINANCE OF THE CITY OF DENTON, TEXAS TO DECLARE THE INTENT TO REIMBURSE EXPENDITURES FROM THE SOLID WASTE RESERVE FUND WITH CERTIFICATES OF OBLIGATION WITH AN AGGREGATE MAXIMUM PRINCIPAL AMOUNT EQUAL TO $1,412,000 TO ALLOW THE SOLID WASTE DEPARTMENT TO PURCHASE AND ACQUIRE REFUSE AND RECYCLING VEHICLES AND EQUIPMENT IN ORDER TO CONTINUE PROVIDING SOLID WASTE REFUSE AND RECYCLING COLLECTION OPERATIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the "Issuer") is a municipal corporation and political subdivision of the State of Texas; and WHEREAS, the issuer expects to pay expenditures in connection with the acquisition of refuse and recycling trucks to provide refuse and recycling vehicles and equipment for collection operations for the Solid Waste Department approved in the 2009-10 Adopted Budget, and which are more particularly described in Attachment "A"; and WHEREAS, the Issuer finds, considers, and declares that the reimbursement of the Issuer for the payment of such expenditures will be appropriate and consistent with the lawful objectives of the Issuer and, as such, chooses to declare its intention, in accordance with the provisions of Section 1.150-2 Treasury Regulations, to reimburse itself for such payments at such time as it issues the obligations to finance the Projects; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Issuer reasonably expects to incur debt, as one or more series of obligations, with an aggregate maximum principal amount equal to $1,412,000 for the purpose of paying the costs of the refuse and recycling vehicles and equipment for collection operations, as set forth in the Attachment "A", which is incorporated by reference herein and made a part of this Ordinance for all purposes. SECTION 2. All costs to be reimbursed pursuant hereto will be capital expenditures of the Solid Waste Department. No tax-exempt obligations will be issued by the Issuer in furtherance of this Ordinance after a date which is later than 18 months after the later of (1) the date the expenditures are paid or (2) the date on which the property, with respect to which such expenditures were made, is placed in service. All amounts expended from the Solid Waste Reserve Fund for the vehicles and equipment set forth in Attachment "A" to pay costs of the vehicles and equipment, shall be reimbursed from the Certificate of Obligation proceeds within the 2009-10 fiscal year. SECTION 3. The foregoing notwithstanding, no tax-exempt obligation will be issued pursuant to this Ordinance more than three years after the date any expenditure which is to be reimbursed is paid. SECTION 4. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r f By: Page 2 of 2 Solid Waste Capital Asset Acquisition Summary Attachment A FY 2010 Project Number Project Type Description Project Costs 1 Commercial Knucklebottom Truck $ 97,000 2 Residential Automated Side Loader 258,000 3 Residential Rear Load 230,000 4 Commercial Front Load 258,000 5 Commercial Roll Off with Hoist 170,000 6 Recycling Appliance Truck 70,000 7 Landfill Slope Mower 120,000 8 Landfill Bus 80,000 9 Landfill Turf Mower 25,000 10 Commercial Fork Lift 80,000 11 Landfill All Terrain Off-Road 24,000 Total $1,412,000 AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Mike Ellis 349-8424 ACM: Jon Fortune SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a purchase order through the Buy Board Cooperative Purchasing Network for the acquisition of four refuse trucks and one knuckle boom truck for the City of Denton Solid Waste Department by way of an Interlocal Agreement with the City of Denton; and providing an effective date (File 4473-Equipment for Solid Waste Department awarded to Rush Truck Center, Crane in the amount of $560,960.17, McNeilus Truck in the amount of $278,034 and Southwest International Truck in the amount of 139,309.51 for a total award of 978,303.68). The Public Utilities Board recommends approval (5-0). FILE INFORMATION These five units are Solid Waste related purchases and are replacements for existing equipment. All units are powered by diesel engines with LEV ratings that meet or exceed EPA standards. The units are listed below: Item# Description Amount Item 1 Knuckleboom Truck $139,309.51 Item 2 Automatic Side Load Refuse Truck $269,862.11 Item 3 Rear Load Refuse Truck $193,425.31 Item 4 Rolloff Refuse Truck $157,454.00 Item 5 Front Load Refuse Truck $218,252.75 $978,303.68 PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was approved by the Public Utilities Board on January 25, 2010. RECOMMENDATION Award to Rush Truck Center, Crane in the amount of $560,960.17, McNeilus Truck in the amount of $278,034 and Southwest International Truck in the amount of 139,309.51 for a total award of 978,303.68. Agenda Information Sheet February 2, 2010 Page 2 PRINCIPAL PLACE OF BUSINESS Rush Truck Center, Crane McNeilus Truck Southwest International Truck San Antonio, TX Hutchins, TX McKinney, TX ESTIMATED SCHEDULE OF PROJECT Delivery is estimated to be within 180 days of receipt of an order. FISCAL INFORMATION These items will be funded through the utilization of Certificates of Obligation which are being considered for approval on the February 2, 2010 agenda. 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T1irs t?r3i r`~ 6~d'dC~~ ~c6111E ,r.C i:$g`~R"z ad(?C`R k!'~F SF`p~. ..n..,..~.,.,..,.,......n..we,...,.....M~.«...,e..c..:......a....,........~ .....................m.. .a._........o,..... ~...~..~~..,•_-.m..,.,.,,.,,,.«..9., ...,...,....a,,....e..n,.,~....,,«,~..,n.~v~.....,n...,.a,~.__....,..,..~ .,~~r....u,..,e..~.w ~....~~.n~.,,,.~,.~,vm ....~...~~.~.~...,.....e... .~.,.W...,...e...a.,.,._....,...., ..m............._..,.o......,,..,~..~~,~ ......................_,,...,....,,,...,.,,n...,.d.,~a,..,....~~.o,.w....,__...,,.,...,...m...w.....,w..,,......,.,.,sae,...«...,...w,.,~..~....,.....,.,.~,...«..a,..,,.,,~.,...,,.......»_..~..,,.....a..,..,.,..,~ TOTAL BUY BOARD PWC E ,.,~.R~.,..w..r,.......,a. ,.......,...,a..n...m..>..m., ,~~r X 0 3 ...~,..~.n..r,a....m.......o.ew.~,«,..o,.x~,.«,.ua~,.~... ~....«,.,~...~,.w.,n,.......,~..,.,,.,.a«..M..,,.,,a~ . ti , ..e . . a ~ mm.~....,M„~. ~ . , ,.....m..A....~««.,, P..,R.,,~.a.,,......M,~.. s..,...,a~,..,w.~..,-...m.,w...,.,~.A . rrs~a~tt~r9{,Yi T6`6.Sf..~,m"J:E'l it CC3i@ ..o,e,.n«..~~«e..~.~e~.a....«.~a ................e...~~..,..,...w..m.,...... ~ , r { p ~ ~ 1 ~ ^ y T S'ra 4Qv55 i`~de., RF afion ~-.~„e...,we.....ro..~. ..a........~.......rn..,..~..., . m ~m„v,..m`m.«.....>s...~..,,..r..a...a..~ ............................,........«....~~.,.......e......w....,....,,.a..........,.............. ..,«...........e....,,o.o..e,.o.......,. 75070 .......o..n.......,.......,... ...«...~e..........,........,....,...... ~Q. , - ~..«w~.~.w~.w......m.r....,..w..>re...,..w~...a...oa,w....,.q.~.w....e....«...x .............~..............,.....A.......w,....,....e...M.~,...w.~..,,.a..fl..,...~..o....,....w..w......po......~«...~. ew..,....,e.~..«....~,...,w .,.+......~..N.«....,....« kBeE2v1. .d:.^_ Y. ld~~e ~..n.,...~..,.,...~„~..,..~a,,.Q........m...~.e+...e,.~..,........,.a..,.A.d.......ae,....a.....,...._.~.....a.~...,..«.....,..,..,..a..~....~.~..,..~.a...........,.,.,.wee.o..~,........m.m....~ ,.so...a.~..,.~.e,~.~.~.~ ~..,........._,,,oxe,....~« lea Fstrr~`r~~~s~ 41~f ~ trrai8, ps6eea~~ti ~~e ~ Cr6.rr~~ d~~ c~ e~rs~k~r tss tdr~ , ~ ~~ra~ r~ t6a~ F~~r~x tarn-~a~ ~~E11 r~crart~ eaFaNd ~ ~a prr~>rt l of your Purchase. ordo r, We w0i orch. r ~truck and Eac ~ err we receive CAk_Wi.t ~o!14R°;r _..~.w~..w._...~.W.,..~._~.....~~,..~..~.~...F.m.~...~._m~.~~d,e.d...an....~.~...,...~.~,R..a.~....d...~...~,e~.........aM..~,.~~~.,....~.....~,.o....a.~..~.~~r......~~ ? 2/221`>.0C199:OR AN4 TEXAS LOCAL GOVERNMENT PURCHASING GOOPERATIVE B € d"' 5 ~....,r .,.~.~n......n.~..m.e_m.--..~ ...wAnr...s~..«,,.ao,~«e.,.,.r_,,.~_..,....,.,»w....,.. ,....,.a .a-..~..a,.. -.a d Automated _y ~..___......._a~a,..«_. .w.n..._..,......~.<.~..,.-«. ~w aR$ fA t COntract 281-0710-1-0,7 Ulm 9-30-2010 ~e t~Ms AusoE_nate£3^..m21 7 Fl~',-,,CRWMN MOUNT k I e_.,.,-._ _ ~ $ ~ o 6.0-01 ...tl....__...... a,.. 1K3Turnbu I(i)(* i 3 C~~l F t t~ ~~cE~f $ c i,00 ~ i b35 00 Fr qn & 7u Df`4 lon 852? 00 K... h. . ~E`y! 01b) e..,_.s..a.,.,..., yD fT~.1 $ 414,00 h ~ ~ .ri N ~ ~ "i~ ~ ..e,. $ 236,00 , , . e . . . . ~ ww ~ . ,a , r _ .,e._ ~ . p ,t f ¢ 4 ~ _ .e, . , ~ ~ . _ _ . v. ~ -F -V -vJOrI (Eo ~9~4`I i E'f,S1 3 a~~ t l +l t£245 $ ~~r~ RBI i~a $ 14Tt Z' S -w Down W, Get Amur f? $ 14 0 " ,r f~f3l f C l~ C ~3$sa swivel $ i2111 0 A Air) + + 17.00 ~ cover for PurrL r~fE? ~2CI) WOO - fE!t~Ck~ fe E FfD~ ¢ t~ a C $ I ~ - - 11 50 0 4 y 111,!. k a~ 3~ k 0.drP L,r6.~ 1,1rori , S 1 h '1 f i .~~id 1~~ Pifar "Ss ~~~~9d't i~<t~s0'tkb~`~,nlat of i if bEwd1E~~~o-_.+, ~ ~f ~ c Nose ~ ~~E~ '°~r~1 ~ ~~t ~ app y-~+,_ i ~ _ r 29,244.00 9 29,244.00 L4slPI s?Y {ire i 0 " .0 X C -1, 8,4 _...---..__-4, 7 tl 4.A «S"t~. E~W~11~ T A7 it,.a C i ~JD N(~ L„+E) a i ~J -^2 00 T rdGr Fax Purchase Order To 9'72-225-7077 Affi Mike ichor or E-mO addrees niricher ~Peiftmccx_ccm DELIVERY: 12 -.14 wooka ARC 4 Rush Tru6( Center, Crane 1. t r l Boxy t r 8 511 Pi . JI- 2 l entnn, ',ity a i)WB Texas St. 945349000 Nike ~_F IL`s Mike Ellis, thank, you for the oppculfrNQ to earn your business. V%fe lo(* forward to 4 oik,ing with you on your Nls~ne s needs I-llea.; E accept the" 'p~opo ~i VEMCL Make P terf; M Model 320 `;'ea NO-) Nku Aber T : Be L)terr}i ed A(3riil(SK Whole. and Accef;sori s Description ;E: be ti::WAred on cm ab E i y/ W200") New 2WO 3AaW D_ _el wRh HLA hyNA Cab cdo VVhmt Effect. AMscn 5W wawMy, Clr;mmans Tyr Vocat anal fear `nij Jr 00 l6 e or Wa ardy, r>..rM : a:, ,r Wa 'an y m [uchd In tl"Yi.':4 gf.rGt.91:bm rN➢lC) i@ i with C.'urrentt EPA mnd l_ rb c;Ir ssio is ,_,nd FM l (M Rara,rkaws You may deduct ~f paid Whin 30 nay M build dEa w &yL; a d Quc alln M107. i CA W ti ty F E-.-.. it a la);y & Dea Paid, t `:,ales paca i O Al")t a; i.-xtendf d Vva ra!)' fies) State: Saks Tart !.iwns% l.~.IC. nsi? T r.]n e'r, r+C ji:>ir<. hn Feu ?GtL= 1c kl';y Fee Admoinistration Fe., WitK;lE; inventGryTax ='iUt:7liiG`i'lE3i 7~~?XtJf; 'I To'c llecydi ng I"-'rt g-arn i-Disposai Fee, Too! Saks Fhce Traci iVo anc-, I i i e. $1 1024 M 1 ir> ~ ~ (110 1 'I Total ~u Oi1 ~i1FiO Lit>.11 $4125.00 --mc, took 11 l1,-, F r ~ ~ •~e ntae[ve & d ~ tn. r.. ttntaa n'rre i-'UfC~lfl c £!Y st~~st~r; > hrtrd vnie, S Acce. p t e d by ialr, s Mana<;er or _:4=1H. r.." I l:,r llclfr yoaci urrii! 90Ii 7l70C1:3 Mr,}tc: 'ihe~ ~rro~c u" Picaporll is a quL1Mion My McQ ,........asa;ecf to ar>r~rcr v=x! of ,<,iE..; Manager of DeWev f ,C:Lt~l diC f Ar r r '4c on "Prm< gala L c !c rcar . y DoWn -S tr f rc Om Fm: e Ae n Wjalnv W= A W r tt. q I't r MW prk [ oet -n Pc. 1.,es .,le .tu_dp ,me laro haroe Act:4,t.,,. D o ,ur, Vo.:dur, r.r, rr , ~2rrut 7!.&orD W M we Nov t. WS, 0 ary'0 re t.!c"-t MINI ,o 1, au_a.e I Cr;,wv r;(,` rol -rp hO r seteta t. .elerrssn.ea:b C,;hrh c". OwWo IN0talcet any Brice ter. t.,eE i rn M:n nuia c.n. ethis f i r c~~i h, !~a_,ed ar.an D,.I_ a~rr_,t -_nd e>:;r,h a :~eert..iy vi ch is reject Ce cl Inge. Deal = t v[ oL^I F:~afc'S to refaur y sis5c'c ~eha, L.: jar :,[sxh, no[ i,at ,t~ir, atr( srg ii rver f y t-vei D :haC z c'. li;.,r to i.alii M el n nt ,i;tr--, v w "I non-=A a t 6h "O w e f d..lim a~ dr le of W" {-r o a c pTMd [ n :~r chal! ,r t bre lioblR. ,or a~V Achy :n prOVlc9r or m2UIQ[., aU.d~ C.u:MO V e:^:dey ow nam4o. `ep SIC r04 Cf n;.apt d'p'car _~.>@lr; oit(.EA mna=..e'Jt t. u; C`L at("`5 ew`w J'lyy~llss !':ce . tr dro c a f:~ 7 iowV r -.r,d s e~,P 3~ s. i ait4•hi h(~,1. Dea er tr,ay :ac p.i,t Tri,.t ~;Im eflradc 1.hleWtsl tc. i,rl ec5 chant _cC. u,7 ition x•i.: n Icaye of any A4inc c te[h!rr n < fle cr t r nr s.:,rr tsa i ,r c ~.c nt.. !ce of itit_~ _ s Lyy . ts.o---r f'rifiteu on 101112.121,'109 at 6:0, Al,',, TEXAS LOCAL GOVERNMENTPURGHASING COOPERATWE "'B r M' conton, TX 912009 i € Bpuird Ccmlrac.t 281-07 IC".,07 thr -30-2010 lSeric,,s Rt:ar Loader f~~~ 9 r 3 car ,t Ind ~ rya ~ 3 PCB .m __.w o Liner 116' ~ v 7 78,00 $ 299 00 P, L 2 vp 9 , t` F li afi°C"a ry _ _ . 1 '7 c 5 Cl d f $ j I 443,00 E4, 00 w Work U h 3 SCE tidhl C f fab uzzef EF Li ) Man Sd ~ ~i' C~~ ~Furbside & trees _ _ F ~~da A ~ ~g 4 a 3ra 238 ~),O Broom _ Shoes Holder, ' Le h, _ k. Pr~ti ca n t G~~ Y r 0 '(A F in G ab ~ 99,00 Mud I rta€t~ $ ~ 76-00 K~ Upgrad1 j Subtotal Cokw-,,,,n l i ` ubtotaJ Blur ii'§^2. ~r f'kD ions rAdded 4o Baso Pi,ic( (~r<1~~r~~FV cif cxf f 47 $ 23,814.€ L.......m .,.....,~~s,e.....,,. ,.9.. ...._..._...,.__...,.-r........,.._ .e,., .~e......_~..... -.........o....,__M-...a,..w.w..~.........+a.._.A.~...... .....d...~......,.....~.....-»..-..+--« ............~"-<--,,..0~.~...-.t_,..__ .~ro....~-..,..>..,.v_.,.......e... y ...f......,a..~,......~,....,.-...._...__.~.-°"--- _.n....~5 /p ...,....a-..,.+~.......~~,.~0~..,2-..tee. v ordered i.C .,....e....~....~..._. t 71 0 _.-i ~ .5 gg^^ggpp ~~*~g ,1p q.. .,....e._._.,.....__._. r... ...~...,e..,..•._......~....a......5'C....,......$N,.,..P..o..y.~ ~.y~y ~^_...y..~. e..,.,....oe.,.. ,o» ` H:d d.,A' S S B kW G"6P F A. F. - Per 7'bur0f0-bY V.. r dor y'".~».........~... ~_~.~.,_.....^__..,......i L~......- ..........................a....,.............,..... w..,. r.. .._~..__..~...«,..,......_...e.-_.n------.._._...,.._._.d....,.,~...~.............,.»......,...,az.~.......,.-...m.m,a...._wa.,,.......~.~.,...si.-....y..»......-~.,.................., ....~...e ~~~~a`~~ ~~~~A.fa~~✓~`~~_ a~S~$~ ~~~an~. ~,~IL~ ,L,_'V(~'.~..__.~..~.w_.. .,»_..M.._w4,....vm.~....,,__ ...e_._W.W_M, t' I ~k ~~,;)C~ To Order Fay Purchase Order To 972-225-7077 Attn.. i Richer or t.;W 8: Auto I ,F 3 TRUCK iTERA Demom Coy of 9011-t3 rexa"."s St Der,'(, Y 76201 4354 940 3491100 Me Ems Rush Truck Center, Crane P0 E~ox 2M)l 05 Z'tf 1f r 220} $aJ. O $11r111;i1 OCi _A Me F_bc $f nk you for the apporo? i, to earn yc),, '.,us;iiess We 1c.,ok'f,. rwar.3 to morking witrl ynu on your needs. Mease accept the i0{I ;vmng prC)fliosai. VE4 E Make Pe'.terl_'+ih M! del 36,V, Yew 2010 Stock Number To Be DeRm4ned - Aefrlf$,onal `chide and A ,cessorie L.tes.;nj`1ficsr To f l' delivered on _z, a!)o at 8/1/2009 New 2010 WNW iwd d 3H for A= W U„iwil s _yd RI- L. 5cluAs Cu mmms TM WIE a !'1lJhJC1F... Crum ri s 0250 E ng ne VUcrrar)ty, C:url`n7in> E:y~r injector 3rid PLJrbowarm ty AII-=_r.,r':.rylr Wt,raM =abbe on HuyB d t:.c,Jt.w_1 MCI Quan lcv -1 rock Price pt~ r Ural Nei Saes; Price l ?Ptl nal I_-.. ka@~ ~~.~G <zl'I'Ey,t=,•c,1 SW Sams Tax Licerr E;Ccn F7egi<A: atio l ~-e(t WwnwaN Fee Adrw,njsiration Fee. Addlona! Taxes We Recydng F'roc,rw;~ Ou' of Sm e Venlc'.e Fee Total `alt ; Price i rade Mowance, Series RepresenPalive Customer Proposal Letter Tja' -1412' $121•s3£3Ei.3 i - pd r.~, n~,ne ?Xccr pteAd by Sale:~> Edi~rn ge.r oa Gamy mamv, tEo w C]uow clwd W`i! Jt ~2{3 19 Note The ai v : is t: k Yi ~r >rur r ~u! i ~,MaRi n voy. $ a W"v 5r A; i~ m w ay, 7r~ w! of hbr~ager of Deakc. tl ll5t. C !f n ~Yi J [ v. IS I nt ])_'i 1 lf1 ( U 1 VY 0r .n i E P cr c Ilu Y 1 i n ate u: t I J t 1 ~b f tt Im ~ I`. r o l[ oR~ al n1 -i i s c S i7i c r ,e roil W x la c oV It E f c ,'.n e y r ri Vb ru.~:_ t+~ r ~CtIK ~z , w I_hn sv . -.d L,~ale o~„r. ~:,o t3 tJ (1 'lly f~ f\ f .lCCK 1C. ?ll a ~ <<x Ic ncrnLr , I_e. J dust , .L :Ja la. t1N. f~ 1I.'• > -_._cs .=.w"N icy Puckn~A,t WtW _acM _.f e:" ~c~ev4[ "P-gax,ha a Utpl,~ sw . ^g i... IT -1 1 ,l. 'h r vi loi 'p §v vi kn ) 00 p i W5( WMW `W r of101?IE t. WI OC I .1. lr W M 'u.0 0, t~.Un n Qci . •fe" r"n-,,arM n ANv AM cw!d.l,e, e:c~q,i n-vo_,m. .._IAIr_&AhiUe Iseee :o;v meV" cP'redoVc yo Cc, rrl_d W"q., "^dAW .on At e ~'e- ~ .e1 rc. .c c r. i s.3. r ~c.Pfa .ARFis F r~~K; alb i ,(e°^et I Flnntria rm 10/11/2000 a t ? 39 AtO Denton, City of 901-B Texas St Denton, TX 76201-4354 940-349-7100 Mike Ellis Rush Truck Center, Crane PO Box 200105 San Antonio, TX 78220 877-661-4511 1 Mike Ellis, thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Please accept the following proposal. VE4' K i.. E Make Peterbilt odel 365 Year 2011 Additional Vehicle and Accessories Description $157,204.00 $0.00 $157,204.00 New 2011 Peterbilt model 365 with Set Back front axle. 20k front, 46k rears with HMX suspension, double frame, Cummins ISM 350 w/ Allison 450ORDS Includes warranties for Allison 5yr, Cummins 7/250 base engine and 5/500 Turbo and Injectors. Includes Galbreath Roll-off Hoist U5-OR-174 60,000# Hoist installed. Available on BuyBoard Contract 281-07 Quantity Truck Price per Unit F.E.T. (Factory & Dealer Paid) Net Sales Price Optional Extended Warranty(ies) State Sales Tax License, License Transfer, Registration Fee Documentary Fee Administration Fee Vehicle Inventory Tax Additional Taxes Tire Recycling Program Battery Disposal Fee Out of State Vehicle Fee Total Sales Price Trade Allowance * See DISCLAIMER below Sales Representative Purchaser Accepted by Sales Manager or General Manager Quote good until 2/11/2010 $157,454.00 signature signature title signature Stock Number To Be Determined To be delivered on or about 4/30/2010 Customer Proposal Letter Total $157,204.00 $0.00 $157,204.00 $157,454.00 $0.00- Holloway, Hal 410 printed name printed name date printed name Note: The above Customer Proposal is a quotation only. Sale terms subject to approval of Sales Manager of Dealer. DISCLAIMER: Any order based on this Proposal subject to Customer executing Dealer's standard form Retail Purchase Order incorporating above terms. Any documentary fees, state tax, title, registration and license fees subject to adjustment and change. Actual F.E.T. to be paid by Dealer, subject to adjustment. Any F.E.T. variance will be responsibility of Dealer. Manufacturer has reserved the right to change the price to Dealer of any vehicle not currently in Dealer's stock, without notice to Dealer. If Quoted Vehicle(s) not currently in Dealer's stock, Dealer reserves right to change Quotation Total to reflect any price increases from Manufacturer. This Proposal is based upon Dealer's current and expected inventory, which is subject to change. Dealer not obligated to retain any specific vehicles in stock, nor maintain any specific inventory level. Dealer shall not be obligated to fulfill Proposal in event quoted vehicle(s) not in stock or available within requested delivery schedule at time Proposal accepted. Dealer shall not be liable for any delay in providing or inability to provide Quoted Vehicle(s), where such inability or delay is due, in whole or in part, to any cause beyond the reasonable control of Dealer or is without the gross negligence or intended misconduct of Dealer. Above listed Trade Value based upon current appraisal of Trade Vehicle(s). Dealer may adjust Trade Value of Trade Vehicle(s) to reflect changes in condition and/or mileage of Trade Vehicle(s) betvveen date of current appraisal and acceptance of this Proposal by Customer. RTC Q-300-4/06 Printed on 1/12/2010 at 8:07 AM. ~F TEXAS LOCAL GOVERNMEEN'T PURCHASING CONTEERATWE L.,..___...._W_._..r_..._,_~ w....._ _w M & to `3` u, j~ N5~L6;F°`~~~~~C T War Fox 'a rchase War To 972425-.7077 ftr Mike Riche` DES VERY. 8 -10 weeks ARC' ~ -Q1 tl 7, Rush -T)-uck Cente~-, Crane PO a a> 2 MM) l )[110 T?' _M2M220 i( rn[ TRUCK CENTERH 80 M 4511 Customer Proposal Letter [1ra,trar, City 901 B Was Denton, TX 76201-4354 G 040040000 R Me Els t Me E its, U ank you it'f3' the aippv€MtAJ to eam ymH buss We lc` c* forward to \iiE rAng C' qh Am on ym3r bCI:>Ertr ss needs. Pfeas , accept V-" e f ciEC.Yvv ng proposaL VEF UC(_. Na~c~:r _t;rl~ilt Cwqod„1 1 ~,,CJ Year 2? .E 0} ~sa6ta lni`:r~fe:, U MEOW 14hicle3 and Accessories Description `fib be de livered on i,Mx about ?/10201,_, New2fi1C1 ?ACTH br l=YM l.md E odt ct_ br S!, ss FMl e t~tT+.ef. f\Hison Syr warranty C"I"nr il.t:_ ,'yr vOcauO na111=carra^Py, r",,/500 II-1]ectclt Wacrrarty, 5/500 Tuto 1fVrarreniy in,:; uded in M duC t:3kn- f r;-*t sv~ tI, and Cw , es' issicns anc, FMVS8 , R£'.qu!ations. `r3I.tvEsGar-r9 t„tiE.lm ation 281._07 C.~ 9~~ eRr QUat?AAt a Total rmK Me pw Unit No styes AcF'. l~h?t€t,~ .a. E..Xte Se:i vlja. awy,i,`s Tat Salr;s Tax L_i, t .rte Trar , Regis€. { Fee i ClocumtaMa y Fee Admu i ,tabon Fee `u'e ticlr; nil,=ntcry Tax Addit oral Taxes IM 6=ewdm pmWom, Badery i_'iSposal Fee, ' )lfC iii P:~s¢F>t vc'.lr 6e-. -ee, MY S ys Me Trade AlI o ance ,:,>a C)1.~%;LA16~1~R beainw r _.....,3 I~fi}rrtL,"SLit4~{IVC si ,.,d,ure Ul2lli^4XL" a"d%; l ti ,x wd ne,ne pr'"N raa".e ACxepp'c.f) by 1h 1, `tc ._.v.. LiC';nE::.;! ~1 .1,1 Fay Pi Si ,n„l;~ fnt~t, ne me I'. C -W ctfs d -0 1 M1 W2(? 9 Me: T h~ ~xt;clvc: a:u-.tomc P ~'rr.+P MA h a ctt~atati~ n na,N 5? iE iems MY n to app om! of Saks Mager of t✓ _Men _ - - - UI,r LAINIE: 2 ny a An -,e 0, To Mp M p Cu aIme ea e 'ra 0 or S - "n 15", Heri N " ire d rr xc na f-g t c i.,re-1 V Once a I)ra r t A s' -1 sr!II r E eeS bi f -dj e nd h 3 A,t i I to L,er idrrth - vAjec~ walntw-L AO 1 vbe r5n I line r F u. 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AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PURCHASE ORDER THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK FOR THE ACQUISITION OF FOUR REFUSE TRUCKS AND ONE KNUCKLE BOOM TRUCK FOR THE CITY OF DENTON SOLID WASTE DEPARTMENT BY WAY OF AN INTERLOCAL AGREEMENT WITH THE CITY OF DENTON; AND PROVIDING AN EFFECTIVE DATE (FILE 4473-EQUIPMENT FOR SOLID WASTE DEPARTMENT AWARDED TO RUSH TRUCK CENTER, CRANE IN THE AMOUNT OF $560,960.17, MCNEILUS TRUCK IN THE AMOUNT OF $278,034 AND SOUTHWEST INTERNATIONAL TRUCK IN THE AMOUNT OF 139,309.51 FOR A TOTAL AWARD OF 978,303.68). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the "File Number" referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 4473 Rush Truck Center, Crane $560,960.17 4473 McNeilus Truck $278,034.00 4473 Southwest International Truck $139,309.51 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the Buy Board Cooperative Purchasing Network, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 3-ORD-File 4473 DRAFT MINUTES PUBLIC UTILITIES BOARD January 25, 2010 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas was present, the Chair of the Public Utilities Board thereafter convened into an open meeting on Monday, January 25, 2010 at 9:02.m. in the Service Center Training Room, City of Denton Service Center, 901-A Texas Street, Denton, Texas. Present: Chair Dick Smith, Bill Cheek, Phil Gallivan, Bill Grubbs and Barbara Russell Ex Officio Members: George C. Campbell, City Manager Howard Martin, ACM Utilities Absent: John Baines and Randy Robinson, both excused CONSENT AGENDA: The Public Utilities Board has received background information, staff's recommendations, and has had an opportunity to raise questions regarding these items prior to consideration. 2) Consider recommending approval of the purchase of five pieces of equipment for the City of Denton Solid Waste Department regarding individual fleet items approved during the FY 2009-2010 budget process (File 4473-Interlocal Agreement for the purchase of Solid Waste Equipment in the amount of $978,304). Board Member Russell moved to approve Item 2 with a second from Board Member Grubbs. The motion was approved by a 5-0 vote. The meeting was adjourned by consensus at 9:54 a.m. This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Phil Williams 349-8487 ACM: Jon Fortune SUBJECT Consider adoption of an ordinance of the City of Denton, Texas accepting competitive sealed bids and awarding a best value contract for the purchase of 15/20/25//28 MVA, 138kV and 138 kV x 69kV to 13.2/7.62kV substation power transformers for Denton Municipal Electric; authorizing the expenditure of funds therefor; and providing an effective date (Bid 4425-Best Value Bid for Purchase of 15/20/25//28 WA Power Transformers in the estimated first year amount of $2,212,330. The Public Utilities Board recommends approval (7-0). BID INFORMATION This bid is for the purchase of transformers for the Fort Worth and Bonnie Brae substations and can also be used to purchase additional transformers for existing substations. A complete description of this item is included in the attached Public Utilities Board agenda information sheet (Exhibit 1). PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was approved by Public Utilities Board on January 11, 2010. RECOMMENDATION Award to Waukesha Electric in the estimated first year amount of $2,212,330. PRINCIPAL PLACE OF BUSINESS Waukesha Electric Goldsboro, North Carolina ESTIMATED SCHEDULE OF PROJECT Delivery of the first transformer is estimated to be July 2010. Delivery of the second and third transformers is expected to be in December 2010. Agenda Information Sheet February 2, 2010 Page 2 FISCAL INFORMATION The purchases under this bid will be charged to individual project accounts for the locations specified in the bid. Transformers will be ordered on an as needed basis. EXHIBITS Exhibit 1: Public Utilities Board Agenda Information Sheet without Exhibits Exhibit 2: Bid Evaluation Sheet-PUB Exhibit 2 Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent I AIS-Bid -}-l'_5 Exhibit 1 PUBLIC UTILITIES BOARD AGENDA ITEM #2 AGENDA INFORMATION SHEET AGENDA DATE: January 11, 2010 DEPARTMENT: Utilities UTILITIES ACM: Howard Martin, 349-8232 SUBJECT: Consider recommending approval of Bid No. 4425 and the unit prices and escalation proposed therein for entering a one-year, renewable agreement for purchase of 15/20/25//28 MVA, 138kV and 138KV x 69kV to 13.2/7.62kV substation power transformers and options for Denton Municipal Electric from Waukesha Electric, Goldsboro, North Carolina, which has been determined to be the best value bid. The estimated first year expenditure is $2,212,330. BACKGROUND: The approved CIP contains projects for construction of the Fort Worth and Bonnie Brae substations. Construction of these stations requires purchase of three 15/20/25//28 MVA substation power transformers. The purpose of transformers is to transform voltage from the 138,000 or 69,000 volt transmission levels to the 13,200/7,620 volt level for use on distribution circuits that serve customers. The map included as Exhibit 1 shows the routes for the 138kV and 69kV transmission lines and the locations of the Fort Worth and Bonnie Brae substations. The Fort Worth Substation will be served by the 138kV transmission system. The Bonnie Brae Substation will be served by the 69kV system. The Fort Worth Substation is under construction and will provide power primarily for loads south and west of the station site. It will also relieve load from the Teasley and Locust substations. The Bonnie Brae Substation has been designed and agreement has been reached for a substation site. Closing on the property is expected in January or February of 2010. Circuit breakers and switches have been purchased. Bonnie Brae will serve the Razor Ranch development and other areas in the vicinity. It will relieve load from North Lakes Substation and Hickory Substation. Denton Municipal Electric (DME) purchases 138kV single voltage transformers for stations on the 138kV system and 138kV x 69kV dual voltage transformers for stations on the 69kV system. Transformers are expected to have a 30 to 50 year life. Dual voltage transformers are purchased for use on the 69kV system because there is a significant probability that the 69kV system will need to be converted to operate at 138kV within the next 20 years. Installing dual voltage units in these locations will avoid potential future replacements of transformers that have not reached the end of their expected lives. Purchase of power transformers is one of the most problematic purchases for a substation. The market place is truly worldwide. Product quality, manufacturing methods, and design practices vary significantly between manufacturers. The best value bid methodology was employed for AIS - PUB Agenda Item #2 January 11, 2010 Page 2 of 3 this bid because it allows important factors such as performance history, customer experience, power losses, location of manufacturing facilities, and factory practices to be considered in evaluation of the bid. The bid point evaluation is attached as Exhibit 4. This exhibit contains all the categories that were used in the best value analysis. Exhibit 2 is the raw data that was required to be submitted in the bid documents. Exhibit 3 presents development of the evaluated cost. Exhibit 5 is a summary of the unit prices in the bid that DME is requesting to be approved. Bid packages were supplied to 29 vendors, and the bid was advertised in accordance with purchasing standard practice. Nine bids were received. The bid from WEG in Mexico cannot be considered because it did not meet the basic impulse level requirements in the specification. Howard's bid cannot be considered because they have only four years in the market for these transformers. The specification required a minimum of ten years experience. Howard also only provided a bid for single voltage transformers. The specification stated that the cost evaluation would be constructed using the total evaluated cost for three transformers. Of the seven remaining bids, Waukesha Electric of Goldsboro, NC was judged to be the best value bid. The bid did contain provision for purchase of additional transformers and for the vendor to honor prices and terms should other utilities wish to purchase transformers from this bid. DME proposes entering a one-year, renewable, non-exclusive agreement rather than making a one-time purchase. There are five transformers on the DME system that are over 40 years of age. It is probable that there will be a need to replace two or more of these within the next two to five years. Further, there are substation construction projects in the CIP that will require the purchase of additional transformers. In light of the fact that the lowest evaluated bid was also the best value bid, DME believes it is prudent to secure the opportunity to purchase additional transformers at this time. The market for transformers has been quite volatile over the past five years. Any agreement for purchase of transformers over time must include a way to recognize the effect of varying raw material prices. This is to the advantage of the purchaser and the seller in that prices follow the market according to independent indices. The bid contained the opportunity for the vendors to accept an escalation/de-escalation methodology. DME proposes to approve this feature to allow purchase of additional transformers. DME also proposes to accept the price lock option proposed by Waukesha which requires progress payments to the vendor at specific times. The progress payments required are: 30% upon order acceptance, 30% when the design is released for manufacturing, 30% upon delivery, and 10% after final assembly on the site. The alternative is to allow the price to follow the commodity indexes until the unit is completed and compute the final price at that time utilizing the escalation/de-escalation methodology. Exhibit 6 is an example calculation. The sample calculation lists the starting commodity prices for this bid. OPTIONS: 1. Recommend approval 2. Not recommend approval, and delay critical electric system security related projects that have been in process for several years. AIS - PUB Agenda Item #2 January 11, 2010 Page 3 of 3 RECOMMENDATION: DME recommends approval of a one year, renewable purchase agreement with escalation/de- escalation and price lock from Waukesha Electric. ESTIMATED SCHEDULE: Delivery of the first transformer is expected in July 2010. Delivery of the second and third transformers is expected in December 2010. PRIOR ACTION/REVIEW (Council, Boards, Commissions): None FISCAL INFORMATION: The charges for purchases under this bid are estimated to be $2,212,330 for the initial order and will be funded out of amounts budgeted for specific projects (600821 for Fort Worth and 602099 for Bonnie Brae). Any subsequent orders would be purchased from funds from their respective projects. BID INFORMATION: The bid information and evaluation is contained in Exhibits 2 through 6. DATE SCHEDULED FOR COUNCIL APPROVAL: February 2, 2010 EXHIBITS: 1. Area Transmission Map 2. Summary of Data from Bid 4425 3. Evaluation of Costs and Losses for Bid 4425 4. Point Evaluation Summary for Bid 4425 5. Summary of Unit Costs for Transformers and Options, Bid 4425 6. 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U p p U U O ~ m m m U 'U 'U F F F w 0 M N ° z z o z ~ h O m a o ~ w ~ o o a d 0 H xi .o f" V1 d O M N ~ ~ O N N ~ M U W ~ 3 I I ~ C 7 z x N s o ~ o 4. 00 \ Q W ~ 3 0 0 0 °o ^r a s b o m yV, d o ~ vi w ~ 9 ~ 3 0 ~Q 0 0 o a ~ 4j m U u A CL O N ~ ~ ~ ~ ,L CL O. ~ ~ ~C O to ti G O W W w W WO sue. O ~ ~C N ' sue. O ~ ~ T O W W O U ~ . O N O 4y O 'O N A W ~ p U p t F \ ¢ .O C U Q . '2+ w 0 a ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS ACCEPTING COMPETITIVE SEALED BIDS AND AWARDING A BEST VALUE CONTRACT FOR THE PURCHASE OF 15/20/25//28 WA, 138KV AND 138 KV X 69KV TO 13.2/7.62KV SUBSTATION POWER TRANSFORMERS FOR DENTON MUNICIPAL ELECTRIC; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 4425-BEST VALUE BID FOR PURCHASE OF 15/20/25//28 MVA POWER TRANSFORMERS IN THE ESTIMATED FIRST YEAR AMOUNT OF $2,212,330. WHEREAS, the City has solicited, received, and tabulated competitive best value bids, for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of State law and City ordinances based on the best value as determined by using the selection criteria set forth in the request for bids; and WHEREAS, the City's selection committee has reviewed and recommended that the herein described bids are the best value based on the selection criteria for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted; and WHEREAS, the City's Purchasing Agent has determined that the best value bid process provides the best value to the City for this procurement; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and conclusions set forth in the preamble of this ordinance are incorporated within the body of the ordinance. SECTION 2. The options in the following numbered bids for materials, equipment, supplies, or services, shown in the "Bid Proposals" on file in the office of the City Purchasing Agent, is hereby accepted and approved as being the best value based on the selection criteria contained in the request for bids for such items: BID NUMBER VENDOR AMOUNT 4425 Waukesha Electric Exhibit A SECTION 3. By the acceptance and approval of the above items of the submitted bids, the City accepts the offer of the persons submitting the bids for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 4. The City Manager is hereby authorized to execute any and all necessary written contracts for the performance of the services in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with and relating to the items specified in Section 1, which written contract(s) shall be attached hereto; provided that the written contract is in accordance with the above Request to Submit Bids, Bid Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 4-ORD-Bid 4425 Exhibit A BID # 4425) Date: December 29, 2009 Best Value Bid For The Purchase of 15!20125128 VIVA Power Transformers Principle Place of Business: R;mkesha Electric Goldsboro, NC 1 Fort Worth Substation (138kV; requested deliverv April 30, 2010) a Basis Bid Price $655,048.00 b Proposed Shipping Date 22-26 Weeks ARO e Base Total Fuel Cost for Freight NA d Base Fuel Unit Cost / gallon) NA 1 Bonnie Brae Substation (138IN x 69kV; requested delivery December 2010) e Basis Bid Price $697,521.00 f Proposed Shipping Date 12 1/2010 g Base Total Fuel Cost for Freight NA h Base Fuel Unit Cost / gallon) NA 1 Bonnie Brae Substation (138IN x 69kV; requested delivery December 2010) i Basis Bid Price $697,521.00 j Proposed Shipping Date 12 1/2010 k Base Total Fuel Cost for Freight NA I Base Fuel Unit Cost / gallon) NA Bid Bond YES DRAFT MINUTES PUBLIC UTILITIES BOARD January 11, 2010 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas was present, the Chair of the Public Utilities Board thereafter convene into an Open meeting on Monday, January 11, 2010 at 9:02 a.m. in the Service Center Training Room, City of Denton Service Center, 901-A Texas Street, Denton, Texas. Present: Chair Dick Smith, Bill Cheek, Phil Gallivan, John Baines, Randy Robinson, Bill Grubbs and Barbara Russell Ex Officio Members: George C. Campbell, City Manager Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: The Public Utilities Board has received background information, staff's recommendations, and has had an opportunity to raise questions regarding these items prior to consideration. 2) Consider recommending approval of Bid No. 4425 and the unit prices and escalation proposed therein for entering a one-year, renewable agreement for purchase of 15/20/25//28 WA, 138kV and 138KV x 69kV to 13.2/7.62kV substation power transformers and options for Denton Municipal Electric from Waukesha Electric, Goldsboro, North Carolina, which has been determined to be the best value bid. Board Member Gallivan moved to approved Item 2 with a second from Board Member Bill Cheek. The motion was approved by a 7-0 vote. The meeting was adjourned by consensus at 9:45 a.m. This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Chuck Russell 349-7705 ACM: Jon Fortune ~ SUBJECT Consider adoption of an ordinance of the City of Denton, Texas accepting competitive sealed bids and awarding a best value contract for an electronic document archiving system for the Planning and Development Department; authorizing the expenditure of funds therefor; and providing an effective date (Bid 4450-Best Value Bid for Imaging Project awarded to VP Imaging DBA DocuNav Solutions in the amount of $186,650). BACKGROUND The Planning and Development Department completed a process of exploring technological options for document archival and retrieval. All documents associated with Planning Division projects or Building Inspection Division permits prior to March, 2004 are in paper form and stored throughout City Hall West. Documents for projects and permits from March, 2004 to present are maintained in separate files of the CRW TrakTT software package. Accessing all historical information on a building or property can take several hours to several days. Paper files, in some cases, can date back to the 1950's. Staff determined that there was a need to have all project and permit files available electronically. Other departments utilize Laserfiche document archiving and retrieval software and it was imperative to obtain a solution that would integrate the Department's information into both the Laserfiche software and the CRW TrakIT software package. Additionally, the archiving solution needs to link all related development documents and ordinances City-wide and make those documents searchable and readily accessible. The City Secretary's office utilizes the Laserfiche software to archive ordinances approved by the City Council since the 1920's; however, these documents are scanned together in batches. The desired solution is to separate each ordinance and link all land related ordinances as a Geographic Information Systems (GIS) layer available to all staff via the CRW TrakTT software package. After researching options available for document archival and retrieval staff prepared a bid package to encompass all document archival and retrieval needs. VP Imaging DBA DocuNav Solutions was selected as the only bidder to successfully achieve all aspects of the bid proposal and provided the best value bid. Agenda Information Sheet February 2, 2010 Page 2 PRIORCOUNCIL REVIEW/ACTION Council reviewed the proposed document archival and retrieval request as part of the 2009-10 budget package and approved allocation of funds from the Non-Airport Gas Well Revenue account for expenditures. RECOMMENDATION Award to VP Imaging DBA DocuNav Solutions in the amount of $186,650. PRINCIPAL PLACE OF BUSINESS VP Imaging DBA DocuNav Solutions Plano, Texas 75024 ESTIMATED SCHEDULE OF PROJECT The purchase is to occur before March 1, 2010 with project implementation to begin April 1, 2010. The Planning Division portion should be completed by October 2010. The estimate for the Building Inspection portion includes only the setup and work flow processes. The Building Inspection Division will re-assess the situation in preparation for the 2010-11 budget year to determine the level of work to be completed by VP Imaging DBA DocuNav Solutions. FISCAL INFORMATION Anticipated cost of hardware and associated software will be $186,650 for FY 09-10. Funding for this item is budgeted in the FY2009-10 Account number 300023449.1365.30100. Requisition 97177 has been entered in the Purchasing software system. FXHIUITc Exhibit 1: Contract Agreement with Pricing Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND BID NO. 4450 TIIIS CONTRACT is made and entered into this lizOday of ~A.D., 2010 by and 65~ between VP Imaging DBA DocuNav Solutions a corporation, whose address is 5048 Tennyson Parkway, Suite 110, Plano, TX 75024, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide all labor, supervision, materials and equipment necessary for designing an integrated electronic data management system for the City of Denton Planning and building Inspections Departments. These products and services shall be provided in accordance with the Specifications for Bid 4450 Imaging Project, a copy of which is attached hereto and incorporated herein as Exhibit "A" (or on file in the office of the Purchasing Agent), and the Contractor's Bid in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "B". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Specifications for Bid 4450 Imaging Project; (Exhibit "A" or on file in the office of the Purchasing Agent). (b) Contractor's Bid. (Exhibit FIB" (c) Insurance Requirements. (Exhibit "C"); (d) Form. CIQ - Conflict of Interest Questionnaire (Exhibit "D"). These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Bid 4450 Imaging Project for Planning and Building Inspections it. TIME OF COMPLETION Contractor agrees and covenants that all work hereunder shall be complete within NIA 6r } days following notice to proceed from City. Or III. TERM OF CONTRACT The initial term of this Contract shall be determined by mutual agreement of both parties. IV. WARRANTY Contractor warrants and covenants to City that all goods and services provided by Contractor, Contractor's subcontractors, and agents under the Agreement shall be free of defects and produced and performed in a skillful and workmanlike manner and shall comply with the specifications for said goods and services as set forth in this Agreement and the Bid Specifications attached hereto and incorporated herein as Exhibit "A"(or on file in the office of the Purchasing Agent). Contractor warrants that the goods and services provided to City under this Agreement shall be free from defects in material and workmanship, for a period of one (1) year commencing on the date that City issues final written acceptance of the project. V. PAYMENT Payments hereunder shall be made to Contractor following city's acceptance of the work and within thirty (30) days of receiving Contractor's invoice for the products and services delivered. Total compensation under this contract shall not exceed the sum of 186,650. Contractor recognizes that this Contract shall commence upon the effective date herein and continue in full force and effect until termination in accordance with its provisions. Contractor and City herein recognize that the continuation of any contract after the close of any given fiscal year of the City of Denton, which fiscal year ends on September 30th of each year, shall be subject to Denton City Council approval. In the event that the Denton City Council does not approve the appropriation of funds for this contract, the Contract shall terminate at the end of the fiscal year for which funds were appropriated and the parties shall have no further obligations hereunder. VI. PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC Contractor shall at all times exercise reasonable precautions for the safety of employees and others on or near the work and shall comply with all applicable provisions of Federal, State, and Municipal safety laws. The safety precautions actually taken and the adequacy thereof shall be the sole responsibility of the Contractor. Contractor shall indemnify City for any and all losses arising out of or related to a breach of this duty by Contractor pursuant to paragraph VIII. INDEMNIFICATION and paragraph IX. COMPLIANCE WITH APPLICABLE LAWS set forth herein. Bid 4450 Imaging Project for Planning and Building inspections VII. LOSSES FROM NATURAL CAUSES Unless otherwise specified, all loss or damage to Contractor arising out of the nature of the work to be done, or from the action of the elements, or from any unforeseen circumstances in the prosecution of the same, or from unusual obstructions or difficulties which may be encountered in the prosecution of the work, shall be sustained and borne by the Contractor at its own cost and expense. VIII. INDEMNIFICATION Contractor shall release, defend, indemnify and hold the City, its elected officials, officers and employees harmless from and against all claims, damages, injuries (including death), property damages (including loss of use), losses, demands, suits, judgments and costs, including attorney's fees and expenses, in any way arising out of, related to, or resulting from the services provided by Contractor under this Agreement or caused by the negligent act or omission or the intentional act or omission of Contractor, its officers, agents, employees, subcontractors, licensees, invitees or any other third parties for whom Contractor is legally responsible (hereinafter "Claims"). Contractor is expressly required to defend City against all such Claims. In the event the City is a named party to a suit arising out of the subject matter of this Contract, the City shall have reasonable input into the selection of defense counsel to be retained by Contractor in fulfilling its obligation hereunder to defend and indemnify City. City reserves the right to provide a portion or all of its own defense; however, City is under no obligation to do so. Any such action by City is not to be construed as a waiver of Contractor's obligation to defend City or as a waiver of Contractor's obligation to indemnify City pursuant to this Contract. Contractor shall retain defense counsel within seven (7) business days of City's written notice that City is invoking its right to indemnification under this Contract. If Contractor fails to retain counsel within such time period, City shall have the right to retain defense counsel on its own behalf, and Contractor shall be liable for all costs incurred by City. IX. COMPLIANCE WITH APPLICABLE LAWS Contractor shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations including all amendments and revisions thereto, which in any manner affect Contractor or the work, and shall indemnify and save harmless City against any claim related to or arising from the violation of any such laws, ordinances and regulations whether by Contractor, its employees, officers, agents, subcontractors, or representatives. If Contractor observes that the work is at variance therewith, Contractor shall promptly notify City in writing. X. VENUE The laws of the State of Texas shall govern th enforcement of this Contract. The parties agree that this Texas, and that exclusive venue shall lie in Denton County, interpretation, validity, performance and Contract is performable in Denton County, Texas. Bid 4450 imaging Project for Planning and Building Inspections XI. ASSIGNMENT AND SUBLETTING Contractor agrees to retain control and to give full attention to the fulfillment of this Contract, that this Contract shall not be assigned or sublet without the prior written consent of City, and that no part or feature of the work will be sublet to anyone objectionable to City. Contractor further agrees that the subletting of any portion or feature of the work, or materials required in the performance of this Contract, shall not relieve Contractor from its full obligations to City as provided by this Contract. XII. INDEPENDENT CONTRACTOR Contractor covenants and agrees that Contractor is an independent contractor and not an officer, agent, servant or employee of City; that Contractor shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondeat superior shall not apply as between City and Contractor, its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor. XHI. INSURANCE AND CERTIFICATES OF INSURANCE Contractor shall procure and maintain for the duration of the contract insurance coverage as set forth in the Insurance Requirements marked Exhibit "C" attached hereto and incorporated herein by reference. Contractor shall provide a signed insurance certificate verifying that they have obtained the required insurance coverage prior to the effective date of this Contract. XIV. HINDRANCES AND DELAYS No claims shall be made by Contractor for damages resulting from hindrances or delays from any cause during the progress of any portion of the work embraced in this Contract. XV. AFFIDAVIT OF NO PROHIBITED INTEREST Contractor acknowledges and represents it is aware of all applicable laws, City Charter, and City Code of Conduct regarding prohibited interests and that the existence of a prohibited interest at any time will render the Contract voidable. Contractor has executed the Affidavit of No Prohibited Interest, attached and incorporated herein as Exhibit "D". XVI. SEVERABILITY The provisions of this Contract are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this Contract is for any reason held to be contrary to the law or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of the Contract. However, upon the occurrence of such event, either party may terminate this Bid 4450 Imaging Project for Planning and Building Inspections Contract by giving the other party thirty (30) days written notice. XVII. TERMINATION City may, at its option, with or without cause, and without penalty or prejudice to any other remedy it may be entitled to at law, or in equity or otherwise under this Contract, terminate further work under this contract, in whole or in part by giving at least thirty (30) days prior written notice thereof to Contractor with the understanding that all services being terminated shall cease upon the date such notice is received. XVIII. ENTIRE AGREEMENT This Contract and its attachments embody the entire agreement between the parties and may only be modified in writing if executed by both parties. XIX. CONTRACT INTERPRETATION Although this Contract is drafted by City, should any part be in dispute, the parties agree that the Contract shall not be construed more favorably for either party. XX. SUCCESSORS AND ASSIGNS This Contract shall be binding upon the parties hereto, their successors, heirs, personal representatives and assigns. XXI. HEADINGS The headings of this Contract are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof. XXH. RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Bid 4450 Imaging Project for Planning and Building Inspections Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof, Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. Bid 4450 Imaging Project for Planning and Building inspections IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: O R (SIGNA RE) Date: -190-~r' Name: A PP-4r<, _ Title: &AA MAILING ADD RE S '8M " PHONE NUMBER OL D-2-7, 1-44 FAX NUMBER &pq P TED NAME CITY OF DENTON, TEXAS BY: CITY MANAGER DATE: DEPARTMENTAL APPROVAL APPROVED AS TO LEGAL FORM ANITA BURGESS, CITY ATTORNEY BY: DATE: Bid 4450 Imaging Project for Planning and Building Inspections Exhibit A Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com BEST VALUE BID # 4450 Imaging Project BIDS DUE: December 17, 2009 2:00 P.M. Questions concerning this BID should be directed to: Bid Procedures: Technical Specifications: Jody Hays Mary Collins Buyer Technology Services Manager (940) 349-7100 (940) 349-7888 Bid submitted by: Company Name D N. ON NOTICE TO VENDORS Sealed bid proposals will be received by the City of Denton, Texas at the office of the Purchasing Agent prior to 2:00 P.M., December 17, 2009, then publicly opened to determine the BEST VALUE for the following listed items as per bid instructions and specifications. BID # 4450 - Imaging Program Pre-bid conference, December 9 2009 at 2 PM in the Upstairs Training Room at 901-A Texas Street in the City of Denton Service Center complex. Qualified prospective bidders may obtain copies of the bid invitation with information to bidders, bid proposals, plans and/or specifications at the office of the Purchasing Agent, located at 901-B Texas Street, Denton, Texas in the Purchasing / Warehouse portion of the Service Center complex. Proposals received later than the specified time (2:00 P.M.) and date will be returned to the offer or unopened. The proposals will be officially ranked by the criteria, which includes price, as set forth in the bid documents. This procurement will be awarded by City Council based upon best value per the selection criteria. The submitted proposal shall not be altered, withdrawn, or resubmitted within sixty (60) days from and after the date of the proposal opening. Evaluation and Selection Process: Proposals will be reviewed by a Selection Team. Evaluation of proposals will be based on the following: 1. Ability of vendor to meet bid requirements as specified FACTOR: 40% 2. Ability of vendor to meet delivery schedule FACTOR: 5% 3. Flexibility of consultants, i.e. scheduling, setup, scanning capabilities FACTOR: 20% 4. Price FACTOR: 25% 5. Ease of billing and compliance with billing specifications FACTOR: 5% 6. References FACTOR: 5% The City of Denton, Texas reserves the right to reject any and all bids and to waive defects in bids. Minority and small business vendors or contractors are encouraged to bid on any and all City of Denton projects. CITY OF DENTON, TEXAS (940) 349-7100 TOM D. SHAW, C.P.M. PURCHASING AGENT CITY OF DENTON BID FOR Imaging Project Instructions The City of Denton requests proposals from responsive and responsible bidders and seeks to enter into contract for an Imaging Project. Goods and services shall be delivered/rendered F.O.B. at the City of Denton office locations. The City has outlined specifications it feels are relevant to obtaining the level of service we expect; however we realize that companies approach these issues in different ways. Therefore, we plan to use this bid process as a starting point. This is not a low-bid process, but cost will be a consideration. Ultimately, the contract will be awarded to the vendor or vendors who offer the best overall solution based on our analysis of the bids. Our goal is to complete this project by October 2010. To participate in this process and be considered as a document solution provider to the City, please follow the following steps. 1. Carefully read the attached 131D document. 2. Prepare and attach a proposal detailing the services you intend to provide, pricing and other terms of your proposal. No form is provided, so please use your company's standard proposal process, and include the completed table from the "Requirements" section of this document. 3. Proposals must be in writing and include information as to how all aspects detailed in the "Scope and Purpose" of the BID will be addressed. 4. Return the completed specifications and proposal to City of Denton by 2:00 p.m. Thursday, December 17, 2009. The contents of the proposals will be considered to be privileged communications between the City of Denton and each individual vendor; however they may be shared with officers and/or members of the appropriate departments or boards of the City of Denton. After award, the contents may be subject to open records. PAGE 3 OF BID # 4450 Bidder's Initials CITY OF DENTON BID FOR Imaging Project OBJECTIVE The purpose of the proposed Imaging Project will provide a means of integrating the document management programs in use by the City of Denton's Planning and Development Department, and implement the Department's document management and imaging solutions using the existing Enterprise Document Management Solution. THE BID PROCESS The following highlights the process and time frame City of Denton intends to follow with respect to this BID: • Issue BID • Ads posted • Pre-bid conference • Responses due • Evaluate top proposers week of • Select preferred service provider by • Present recommendation to City Council • Commence program City of Denton reserves the right to vary any or all elements of the BID process and timeframe. The evaluation of BID's will be based on assessing the Proposer's capability of meeting City of Denton's overall objectives. The Proposer's submissions will be assessed on the following criteria: • Competence and resources to provide an efficient high quality service • Technical compatibility with requirements • Price for providing the service • Availability to commence and complete services in a time-sensitive manner • Ability to integrate imaging proposals with existing software and systems Proposers must submit 1 original and 3 copies of their response in a hard format. One soft copy format must also be submitted. Soft copy formats must be saved as Microsoft word and excel files. Proposals shall consist of no more than thirty 81/2 x 11 pages. GENERAL CONDITIONS The City of Denton desires to award this bid on an "all or nothing" basis to the responsive, responsible bidder meeting or exceeding the bid specifications by using the cost per copy rates submitted by Bidders on the Bid Response Form. However, the City of Denton reserves the right to make award(s) by individual item, division, aggregate or none, or a combination thereof with one or more bidders; to cancel the bid, reject any and all bids or waive any minor irregularity or technicality in bids received as determined to be in the best interest of the City of Denton. Any award, and related documents such as a purchase order or contract, shall include all applicable terms and conditions set forth in this BID. PAGE 4 OF BID # 4450 Bidder's Initials CITY OF DENTON BID FOR Imaging Project OVERVIEW The City of Denton has an Enterprise Document Management Solution (EDMS) using Laserfiche version 8.02, Laserfiche Workflow version 8, Laserfiche Enterprise WebLink, Laserfiche Enterprise WebAccess, and DocuNav Integration Toolbar software. Respondents to this RFP will bid professional services to implement the Planning and Development Department's document management and imaging solutions using the City of Denton's existing EDMS software. Any proposed custom enhancements or other software necessary to achieve the required system integrations must be clearly defined. The City of Denton Planning and Development Department has a need for: • Scanning and digital archiving • Sharing and security of documents • Workflow processes • Document tracking • Document retention and destruction periods • Streamlined processes and integration of systems • Improved staff efficiencies and customer service • Improved access to Ordinance documents and records management • Access to Laserfiche Ordinance documents from the ESRI GIS software system • Reduction in storage needs • Consistent document filing into one repository • Faster response to records requests SCOPE & PURPOSE Project Categories - This project includes components from 5 different categories; Archive/Retrieval, Workflow, Back Scanning, Integration, and Public Portal. Respondents must bid solutions in all categories to be considered as the vendor to be awarded this bid. A. Archive/Retrieval - The Archive and Retrieval Projects will establish the file structure to allow the Department to have one central repository with all the documents filed following established protocol. This category must be completed before any other category can begin because the documents must reside in the EDMS to accomplish the additional goals of the projects. This phase automates the filing of all the documents and allows for index integration with the existing TRAKiT application. Over the last several years, documents have been attached to records in the TRAKiT database. To eliminate the need for users to look in multiple locations for the documents, all images will be migrated into Laserfiche. The TRAKiT migration is required before Back Scanning Planning Project Files can begin. 1. Planning Archive/Retrieval - The goal for this project is to improve the storage and retrieval of documents for the Planning Division. Currently, the documents are stored as paper files, on cds, in TRAKiT, and in shared folders. This project will provide centralized storage in the Laser-Fiche server for quick retrieval to provide improved business processes and increase staff efficiencies. Vendor will review, configure, train, and document the implementation of Laserfiche and DocuNav Solutions software for this division. Vendor will: PAGE 5 OF BID # 4450 Bidder's Initials CITY OF DENTON BID FOR Imaging Project • Work with the Planning division to determine the proper configuration of the Laserfiche template and folder structure for the Project Files folders and documents. + Create the Laserfiche templates and folders. • Configure the initial AutoFile rules to retrieve index data from TRAKiT and files documents into Address Folders. • Review the structure with the appropriate Denton staff and make any additional changes as needed to receive confirmation. + Work with Denton IT staff to properly configure and install the QuickLink tool for search links from TRAKiT. ► Work with Denton IT for the security configuration for Planning Division's Laserfiche security. + Provide (3 days) of training for Denton staff involved with scanning, indexing, importing and searching documents in the system. • Provide documentation for the configurations of new Laserfiche process for the Planning division. 2. Building Inspections Archive/Retrieval - The goal for this project is to improve the storage and retrieval of documents for the Building Inspections Division. Currently, the documents are stored as paper files, on cds, in TRAMT, and in shared folders. Centralized storage in the Laserfiche server and quick retrieval will provide improved business processes and increase staff efficiencies. DocuNav Solutions will review, configure, train, and document the implementation of Laserfiche and DocuNav Solutions software for this division. Vendor will: • Work with Building Inspections Division to determine the proper configuration of the Laserfiche template and folder structure for the Address folders and documents. + Create the Laserfiche templates and folders. • Configure the initial AutoFile rules to retrieve index data from TRAKiT and files documents into Address Folders. • Review the structure with the appropriate Denton staff and make any additional changes as needed to receive confirmation. • Work with Denton IT staff to properly configure and install the QuickLink tool for search links from TRAKiT. • Work with Denton IT for the security configuration for Build Inspections Laserfiche security. • Provide (2 days) of training for Denton staff involved with scanning, indexing, importing and searching documents in the system. • Provide documentation for the configurations of new Laserfiche process for Building Inspections. PAGE 6 OF BID # 4450 Bidder's Initials CITY OF DENTON BID FOR Imaging Project 3. Ordinance Reconfiguration Archive/Retrieval - The goal for this project is to simplify searching through the existing City Ordinances. Currently, the Ordinances are scanned by the City Secretary's office and indexed by the year with approximately 50 Ordinances per document. Several departmental users currently struggle to quickly find the appropriate Ordinance. Vendor will: • Work with the Planning Division and the City Secretary to determine the proper reconfiguration of the Laserfiche template and folder structure for the Ordinance documents. • Edit the Laserfiche templates and folders. • Review the revised structure with the appropriate Denton staff and make any additional changes as needed to receive confirmation. • Work with Denton IT for the security configuration for Ordinance documents. • Provide the labor required to reprocess all the existing Ordinance documents so each ordinance is a separate document and has the Ordinance Number on the document template. • Denton staff will review the documents in a timely manner for proper indexing. • Will provide an ESRI search tool to allow user to search the properly configured documents to be retrieved from a Zoning Layer. • Will configure the system to provide work queues for the date forward indexing by Denton staff. • Will provide (1 day) of training for Denton staff involved with the new Ordinance indexing process. • Will provide documentation for the configurations of new Laserfiche process for the journal entry documents. B. Workflow: 1. Workflow for Residential and Commercial Alterations - The goal for this project is to improve the integration of the business processes for review and approval of Residential and Commercial Alterations permits. Vendor will review, configure, train and document the implementation of Workflow processes using TRAKiT, Laserfiche and Vendor software for this Department. Vendor will: • Work with the Residential and Commercial Alterations Permit Department to determine the proper configuration of the Laserfiche workflow engine and any needed interfaces with other applications, i.e., TRAKiT. • Create the Laserfiche workflow configurations. • Review the new digital processes with the appropriate Denton staff and make any additional changes as needed to receive confirmation. • Provide (3 days) of training for Denton staff involved with approvals, importing, scanning, plan reviews and archive. • Provide documentation for the configurations of new Laserfiche processes for Residential and Commercial Alterations. PAGE 7 OF BID # 4450 Bidder's Initials CITY OF DENTON BID FOR Imaging Project 2. Workflow for Planning Division Projects - The goal for this project is to improve the integration of the business processes for review and approval of applications submitted to the Planning Department. Vendor will review, configure, train and document the implementation of Workflow processes using TRAKiT, Laserfiche and DocuNav Solutions software for this Department. Vendor will: • Work with the Planning Department to determine the proper configuration of the Laserfiche workflow engine and any needed interfaces with other applications, i.e., TRAKiT. • Create the Laserfiche workflow configurations. • Review the new digital processes with the appropriate Denton staff and make any additional changes as needed to receive confirmation. • Work with the Department to determine the needed reports to track the progress of projects. • Build up to 6 different reports using the City's reporting tools application. • Provide (5 days) of training for Denton staff involved with approvals, importing, scanning, plan reviews and archive. • Provide documentation for the configurations of new Laserfiche processes for the Planning Department. C. On-Site Assistance with Back Scanning - Planning Project Files The goal for this project is to improve the availability of documents, organize the project files and locate all required documents. Currently, the documents are stored as paper files, on eds, in TRAKiT and in shared folders with many duplicate documents because the required 15 copies provided with the application. Scanning of all paper documents would not be practical or necessary. We are quoting a project file based approach. After the configurations projects are completed, vendor will: • Work with the Planning Division to determine the required documents for each project. • Furnish on-site help to complete the project file folders. • Index all the assembled digital copies of document for the project files that where imported from TRAMT, CDs and the shared folders. • Determine the required files that are missing, and Denton staff will assist in locating the missing files. • As needed, prep, scan and index additional files to complete the project folders. • Will work from the current year backwards. • Tag paper documents for destruction but will not do any destruction of the documents. • Work with Denton staff to help direct the on-site staff toward the most productive outcome. • Bill for hours used. • Work with Denton to define location and equipment for the project. PAGE 8 OF BID # 4450 Bidder's Initials CITY OF DENTON BID FOR Imaging Project D. Integration 1. TRAKiT Migration - Project for Planning - The goal for this project is to move all existing documents from the TRAKiT application and store them in the Laserfiche server. Currently documents are stored in multiple locations without structure and moving all files into a central repository will allow for the document management and retrieval options the department desires. Documents stored in Laserfiche are accessible from ESRI, TRAKiT, Laserfiche and any other method desired. • After the Archive/Retrieval configuration of all the Department Laserfiche folders and templates, vendor will configure our export utility tool to export all the documents currently stored in TRAKiT and import the same into the Laserfiche server. • Documents will remain in their existing file formats, no file format changes will be provided during this project. • The process configuration will be updated, if needed, to support the exported documents. • The documents will not be deleted from TRAKiT during this project only copied. 2. ESRI Search - Integration - The goal for this project is provide an Enterprise search tool for ESRI to retrieve documents stored in the Laserfiche repository. Currently documents are stored in multiple locations with copies of files being attached to the ESRI features. The search tool will allow simple configuration to retrieve the desired documents from the ESRI interface. Vendor will: • Install the DocuNav Solutions Enterprise Search Tool for ESRI. • Work with Denton staff to configure the search tool to work for Zoning Ordinances and Project Files. • Train Denton Technology Services {ESRI} staff on the functions and configuration on the Enterprise Search Tool. E. Public Portal/Web Interface The goal for this project is to improve customer service for applicants and streamline notifications and the review processes. Currently applicants provide 15 copies for projects and the paper documents are distributed to multiple reviewers. This project would allow applications and documents to be uploaded via the web and notifications to be sent via email. Applicants would also be able to view documents on-line during the review process. Vendor will: • Work with the Planning Division to determine the proper configuration and design of a custom web portal. • Create the custom web portal to be used by applicants. • Build 50 web forms for use on the portal. • Configure the routing and workflow of the documents and forms loaded into the portal. • Review the new digital processes with the appropriate Denton staff and make any additional changes as needed to receive confirmation. PAGE 9 OF BID 4 4450 Bidder's Initials CITY OF DENTON BID FOR Imaging Project • Provide (2 days) of training for Denton staff involved with approvals, importing, scanning, plan reviews and archive. • Provide documentation for the configurations of new Laserfiche processes for the Planning Department's Public Portal. REQUIREMENTS Bidders will provide project plans that define the project implementation schedules and total project timeframes. The project costs estimates and implementation timelines must be included. Vendors must bid the entire project to be considered in this bid process. Planning Projects Projects Completion Timeframe Cost Plannin : Archive/Retrieval TRAKiT Migration: Integration Planning & City Secreta : Ordinance Reconfiguration ESRI Search to Ordinances: Integration Planning Project Files: Workflow Planning Project Files: Back Scanning Web Interface: Public Portal Planning Total Building Inspections Projects Completion Timeframe Cost Building Inspections: Archive/Retrieval Residential or Commercial Alterations Permits: Workflow Building Inspections Total Planning Division Resources. The Planning Division has determined that the scanning needed to implement the projects defined as "date forward" will be performed by the current City staff with the exception of a reasonable amount of scanning input for proof-of-concept, testing, and training of the proposed solutions. During the implementation phases of all the projects, the Planning Division will have staff available for training and for decisions during configurations given reasonable scheduling by the vendor. PAGE 10 OF BID # 4450 Bidder's Initials CITY OF DENTON BID FOR Imaging Project Award and Implementation The contract/award period shall be for a period beginning on the date of the notice of award and will remain in full force and effect until the work, as defined in the accepted bid, is completed. Proposals must be in writing and include the following information: • A proposal detailing cost and time frames of each phase of the project • A detailed list of processes used to accomplish the program as outlined in this document • The names and contact information of company principles and contacts through the regional level, including key contacts and positions of the people completing the work for this project • Contact information for at least five references with which the vendor has provided similar services Proposers must submit i original and 3 copies of their response in a hard format. One soft copy format must also be submitted. Soft copy formats must be saved as Microsoft word and excel files. Proposals shall consist of no more than thirty 8%2 x 11 pages. Proposals are to be returned by 2:00 P.M. December 17, 2009 to: City of Denton Purchasing Department Attn: Jody Hays 901 B Texas Street Denton, TX 76209 The evaluation of responses will be based on the following criteria: Ability of vendor to meet requirements exactly as specified - 40% Ability of vendor to meet delivery schedule - 5% Flexibility of consultants, i.e. scheduling, setup, scanning capabilities - 20% Pricing - 25% Ease of billing and compliance with billing specifications - 5% References - 5% PAGE 11 OF BID # 4450 Bidder's Initials Exhibit B 800,,35.2320 Request for Proposal for City of Denton Best Value Bid #4450 By DocuNav Solutions Imaging Project Response Due: December 17, 2009 2:00 P.M. Laserf iche% Authorized Re-setter ?c; ~ts,~li t-......h t~-51;_s Corporate Office: 5048 Tennyson Parkway, STE 110 • Piano, TX 75024.800.353.2320 www.doennav.com 1 Corporate Office: 5048 Tennyson Parkway, STE 110 • Plano, TX 75024.800.353.2320 Table of Contents 800.353.2320 y~;; i°7T aSF . EXECUTIVESUMMARY .................................................................H..3 CORPORATE BACKGROUND AND EXPERIENCE .................4 DOCUNAV EXPERIENCE & QUALIFICATIONS .................5 PROJECT TIMELINE OVERVIEW .................6 PROJECT PLANS 7 REFERENCES ................13 PROJECT TIMELINE.................. ...............14 PLANNING PROJECTS PRICING ...............15 BUILDING INSPECTIONS PRICING........................ ...............17 REQUIREMENTS TIMEFRAME AND COST ...............18 a Executive Summary S ;3 I U i rj Il 5 Dear City of Denton: 800.353.2320 Enclosed is DocuNav Solution's proposal in regards to the City's request for an imaging project integrated with the current, enterprise Laserfiche and DocuNav software for the Planning and Development departments. The RFP indicates, you are looking for a vendor to guide the departments through the complicated process of designing an integrated EDMS solution. Our experiences gained from implementing solutions of similar size and scope for several other local cities included as references will surely qualify us for success in your effort. Additionally for ten plus years, DocuNav has been successfully implementing and integrating the enterprise EDMS solution across many of the City of Denton's departments. We are confident our extensive product suite, seamless integration capabilities, and experienced staff will provide us with the necessary ammunition to design the right solution for both Planning and Development. Our bid is inclusive of all implementation services (integration, scanning, configuration...) necessary to ensure Denton Planning and Development a successful rollout utilizing the City's existing enterprise EDMS. Upon implementation, the departments will quickly realize the value of having instant search access to their records, integrations to TRACKit and the GIS software, automated workflow processes, and document security increasing departmental efficiencies. DocuNav has had an established office in the area for over 8 years with both sales and support. We believe you will find that continuing to team with a quality local vendor to be of great value when working through the issues of implementing this imaging project for both depamnents. Thank you for giving us the opportunity to provide this response. We can not fully describe the robust solution we have proposed on paper, and we look forward to a chance to clarify, and answer questions regarding our solutions. We are very excited about the opportunity to continue to work with the City, and we intend to create success for everyone involved! Sincerely, 4A 1 f~ Ashley Jackson (Main Contact) Sales Manager 5048 Tennyson Parkway, Suite 110 Plano, Texas 75024 214-257-7743 Cody Bettis (Presentation) President 5048 Tennyson Parkway, Suite 110 Plano, Texas 75024 800-353-2320 3 Corporate Background and Experience 800.353.2320 n..._~ y - _75-flT TIM V.P. Imaging, Inc.'s (DBA - DocuNav Solutions) corporate offices are located in Plano, Texas. Cody and Nadine Bettis head up the company and have remained actively involved since the company's establishment in 1997. For more than 20 years, Cody has been an entrepreneur of technical and service businesses. By developing document solutions for large to small businesses, medical systems, and government entities, he works closely with OnBase as well as Laserfiche, a division of Compulink, Inc., implementing paperless office systems. Laserfiche is implemented in more than 26,000 organizations worldwide; DocuNav Solutions directly supports approximately 175 of those, including Laserfiche's largest enterprise implementations. DocuNav Solutions has the unique capability to provide clients with complete document management solutions through the development of specialized software applications and in- house integration expertise, extending the functionality of the already powerful OnBase and Laserfiche systems. By focusing on our customer's success, DocuNav Solutions has become the top solution provider in Texas and ranks high internationally. We are enthusiastically committed to quality service at a fair price and look forward to the opportunity to work with you! Corporate 011 ice 5048 Tennyson Pkwy, Suite 110 Plano, Texas 75024 800.353.2320 Technical Support Hotline 800-353-2320 Website: www.docunav.com, www,Laserfiche.com, www.onBase.com Billing address: 5048 Tennyson Pkwy, Ste 110, Plano, TX, 75024 Established: 1997 Texas Corporation since: 1998 Tax ID Number: 752738222 Authorized Laserfiche, Novusolutions, OnBase, ZetaFax, and TeleForm reseller Developers of the DocuNav, HM Edocs, and Realforms software solutions Certified software integrators, custom links and applications, on-site training and support, certified installation and configuration, software and hardware user support, and a full- service provider. 4 DocuNav Experience & Qualifications 71 ~1' „rs 800.353.2320 -n - Project Manager: Zack Abshier Position at DocuNav Solutions: Special Projects Director and Senior Developer Length of time in position: 4.5 years Length of time at company: 6.5 years Planned project position and responsibilities: • Oversees entire project as a whole • Oversees design and development of integrations with databases and third-party applications Previous relevant work experience: More than six-and-a-half years of experience working with Laserfiche's APIs and has integrated Laserfiche with various applications for multiple organizations; directly involved with implementation and rollout of multiple customer solutions-ranging from city government/education clients to a nationwide hornebuilder. He is also an OnBase Certified Installer. Technical skills, qualifications, and certification for the project position: ASP Web applications, E-Commerce projects, develops custom applications, Laserfiche System Administrator Certified, OnBase Certified Installer Project Manager: Karyn Cruz Position at DocuNav Solutions: Trainer and Technical Support Lead Length of time in position: 3.5 Years Length of time at company: 4 Years Planned project position and responsibilities: • Train power users and system administrators on the proposed solution • Conduct on-going, onsite, and Web-based training sessions as needed • Assist with the development of any additional training documentation beyond the standard manuals provided Previous relevant work experience: Experienced conducting onsite and Web-based mining with multiple clients while at DocuNav Solutions and in previous employment at Dell, Inc. Technical skills, qualifications, and certification for the project position: Laserfsche System Administrator and End-User Certification as well as OnBase Certified Installer 5 Project Timeline Overview 800.353.2320 - M211" u. r- Once project is approved, DocuNav will need approximately two weeks from receipt of the purchase order to the start of the project. Archive and retrieval will allow the department to have one central repository with all the documents filed following established protocol. This category must be completed before any other category can begin because the documents must reside in an EDMS to accomplish the additional goals of the projects. This phase includes using AutoFile software to automate the filing of all the documents and allows for index integration with the existing TracklT application. Once completed any of the Back Scanning or Integration projects could begin. The TracklT migration project should be the next priority due to the fact that over the last several years many documents have been attached to records in the database. We do not want users looking to multiple locations for the documents. The TracklT migration would also be required before Back Scanning Planning Project Files could begin. The Workflow projects could roll out in any order but we would suggest the Residential or Commercial Alterations project be first because it is much more contained than the Planning Project files workflow and would be a good learning ground before starting the more complicated workflow project. Back Scanning could run concurrently as well as concurrently with Integrations projects. Archive/Retrieval, Integration, Trackl'T' migration and Workflow should be completed before beginning Public Portal projects. Archive/Retrieval and Workflow projects should be started consecutively. Listed below is the estirnate time from start to completion of each project. • Archive/Retrieval o Planning 6 weeks o Building Inspections 4 weeks a Ordinance Reconfiguration 10 weeks • Workflow o Residential or Commercial Alterations 6 weeks o Planning Projects 8 weeks ■ Back Scanning o Planning Project Files 25 weeks • Integration o Tracklt Migration 4 weeks o ESRI Search 2 weeks • Public Portal o Web Interface 12 weeks 6 Project Plans Doc C l.! i g n 5 800.353.2320 "TJ Planning Archive/Retrieval The goal for this project is to improve the storage and retrieval of documents for the Planning division. Currently the documents are stored as paper files, on CDs, in TrackTT and in shared folders. Centralized storage in the Laserfiche server and quick retrieval will provide improved business processes and increase staff efficiencies. DocuNav Solutions will review, configure, train and document the implementation of Laserfiche and DocuNav Solutions software for this division. Scope of Work: • DocuNav Solutions will work with the Planning Division to determine the proper configuration of the Laserfiche template and folder structure for the Project Files folders and documents. • DocuNav Solutions will create the Laserfiche templates and folders. • DocuNav Solutions will configure the initial AutoFile rules to retrieve index data from Trackrr and files documents into Address Folders. • DocuNav Solutions will review the structure with the appropriate Denton staff and make any additional changes as needed to receive confirmation. • DocuNav Solutions will work with Denton rT staff to properly configure and install the QuickLink tool for search links from Trackrr. • DocuNav Solutions will work with Denton IT for the security configuration for Planning Division's Laserfiche security. • DocuNav Solutions will provide (3 days) of training for Denton staff' involved with scanning, indexing, importing and searching documents in the system. * DocuNav Solutions will provide documentation for the configurations of new Laserfiche process for the Planning Division. Building Inspections Archive/Retrieval The goal for this project is to improve the storage and retrieval of documents for the Building Inspections Division. Currently, the documents are stored as paper files, on CDs, in TrackFF, and in shared folders. Centralized storage in the Laserfiche server and quick retrieval will provide improved business processes and increase staff efficiencies. DocuNav Solutions will 7 review, configure, train and document the implementation of Laserfiche and DocuNav Solutions software for this division. Scope of Work: • DaeuNav Solutions will work with Building Inspections to determine the proper configuration of the Laserfiche template and folder structure for the Address folders and documma. • DocuNav Solutions will create the Laserfche templates and folders. • DocuNav Solutions will configure the initial AutoFile rules to retrieve index data from TracklT and files documents into Address Folders. • DocuNav Solutions will review the structure with the appropriate Denton staff and make any additional changes as needed to receive confirmation. • DocuNav Solutions will work with Denton IT staff to properly configure and install the QuiekLink tool for search links from TracklT. • DocuNav Solutions will work with Denton IT for the security configuration for Building Inspections's Laserfiche security. • DocuNav Solutions will provide (2 days) of training for Denton staff involved with scanning, indexing, importing and searching documents in the system. • DocuNav Solutions will provide documentation for the configurations of new LaserFche process for Building Inspections. Ordinance Reconfiguration Archive/Retrieval The goal for this project is to simplify searching through the existing City Ordinances. Currently the Ordinances are scanned by the City Secretary's office and indexed by the year with approximately 50 Ordinances per document. Several departmental users currently struggle to quickly fine the appropriate Ordinance. Scope of Work: • DocuNav Solutions will work with the Planning Division and the City Secretary to determine the proper reconfiguration of the Laserfiche template and folder structure for the Ordinance documents. • DocuNav Solutions will edit the Laserfiche templates and folders. • DoeuNav Solutions will review the revised structure with the appropriate Denton staff and make any additional changes as needed to receive confirmation. • DocuNav Solutions will work with Denton IT for the security configuration for Ordinance documents. • DocuNav Solutions will provide the labor required to reprocess all the existing Ordinance documents so each ordinance is a separate document and has the Ordinance Number on the document template. • Denton staff will review the documents in a timely manner for proper indexing. • DocuNav Solutions will provide an ESRI search tool (see scope of work below) to allow user to search the properly configured documents to be retrieved from a Zoning Layer. 8 • DocuNav Solutions will configure the system to provide work queues for the date forward indexing by Denton staff. • DOCUNav Solutions will provide (1 day) of training for Denton staff involved with the new Ordinance indexing process. • DocuNav Solutions will provide documentation for the configurations of new Laserfiche process for the journal entry documents. Workflow for Residential and Commercial Alterations The goal for this project is to improve the business processes for review and approval of Residential and Commercial Alterations permits. Currently the processes are manual and paper based with tracking information keyed into TracklT. Digitizing the business and approval processes will greatly improve department efficiency and lead to better customer service. DocuNav Solutions will review, configure, train and document the implementation of Workflow processes using TracklT, Laserfiche and DocuNav Solutions software for this division. Scope of Work: • DocuNav Solutions will work with the Residential and Commercial Alterations Permit Division to determine the proper configuration of the Laserf the workflow engine and any needed interfaces with TrackTT. • DocuNav Solutions will create the Laserfiche workflow configurations. • DocuNav Solutions will review the new digital processes with the appropriate Denton staff and make any additional changes as needed to receive confirmation. • DocuNav Solutions will provide (3 days) of training for Denton staff involved with approvals, importing, scanning, plan reviews and archive. • DocuNav Solutions will provide documentation for the configurations of new Laserfiche processes for Residential and Commercial Alterations. Workflow for Planning Division The goal for this project is to improve the business processes for review and approval of applications submitted to the Planning Department. Currently the processes are manual and paper based with tracking information keyed into Trackl T. Digitizing the business and approval processes will greatly improve the department efficiency and lead to better customer service, DocaNav Solutions will review, configure, train and document the implementation of Workflow processes using TraeklT, Laserfiche and DocuNav Solutions software for this division. Scope of Work: • DocuNav Solutions will work with the Planning Department to determine the proper configuration of the Laserfiche workflow engine and any needed interfaces with Tracka. • DocuNav Solutions will create the Laserfiche workflow configurations. 9 • DocuNav Solutions will review the new digital processes with the appropriate Denton staff and make any additional changes as needed to receive confirmation. • DocuNav Solutions will work with the division to determine the needed reports to track the progress of projects. • DocuNav Solutions will build up to 6 different reports using the City's reporting tools application. • DocuNav Solutions will provide (5 days) of training for Denton staff involved with approvals, importing, scanning, plan reviews and archive. • DocuNav Solutions will provide documentation for the configurations of new Laserfiche processes for the Planning Division. On-Site Assistance with Back Scanning - Planning Project Piles The goal for this project is to improve the availability of documents, organize the project files and locate all required documents. Currently the documents are stored as paper files, on CDs, in TracklT and in shared folders with many duplicate documents because the required 15 copies provided with the application. Scanning of all paper documents would not be practical or necessary. We are quoting a project file based approach. Scope of Work: • After the configurations projects are completed. • DocuNav Solutions will work with the Planning Division to determine the required documents for each project • DocuNav Solutions will furnish on-site help to complete the project file folders. • DocuNav Solutions will index all the assembled digital copies of document for the project files that when: imported from TrackTT, CDs and the shared folders. • DocuNav Solutions will then determine the required files that are missing. • Denton staff will assist in locating the missing files • As needed DocuNav Solutions will prep, scan and index additional files to complete the project folders. • Denton staff will review all work in a timely manner. • DocuNav Solutions will work from the current year backwards. • DocuNav Solutions will tag paper documents for destruction but will not do any destruction of the documents. • Denton will help direct the on-site staff toward the most productive outcome • DocuNav Solutions will bill for hours used • Denton will furnish location and equipment for the project Trackit Migration Project for Planning The goal for this project is to move all existing documents from the Tracklt application and store them in the Laserfiche server. Currently documents are stored in multiple locations without 10 structure and moving all files into a central repository will allow for the document management and retrieval options the department desires. Documents stored in Laserfiche are accessible from ESRI, TrackIT, Laserfiche and any other method desired. Scope of Work: • After the Archive / Retrieval configuration of all the division Laserfrche folders and templates. • DocuNav Solutions will configure our export utility tool to export all the documents currently stored in TrackIt and import the same into the Laserfiche server. • Documents will remain in their existing file formats, no file format changes will be provided during this project. • The AutoFile configuration will be updated if needed to support the exported documents. • The documents will not be deleted from TracklT during this project only copied. ESRI Integration The goal for this project is provide an Enterprise search tool for ESRI to retrieve documents stored in the Laserfrche repository. Currently documents are stored in multiple locati=ons with copies of files being attached tx) the ESR1 features. The search tool will allow simple configuration to retrieve the desired documents from the ESRI interface. Scope of Work: • DocuNav Solutions will install the DocuNav Solutions Enterprise Search Tool for ESRL • DocuNav Solutions will work with Denton staff to configure the search tool to work for Zoning Ordinances and Project Files. • DocuNav Solutions will train Denton IT (ESRI) staff on the functions and configuration on the Enterprise Search Tool. Public Portal/Web Interface The goal for this project is to improve customer service for applicants and streamline notifications and the review processes. Currently applicants provide 15 copies for projects and the paper documents are distributed to multiple reviewers. This project would allow applications and documents to be uploaded via the web and notifications to be sent via email. Applicants would also be able to view documents on-line during the review process. Scope of Work: • DocuNav Solutions will work with the Planning Division to determine the proper configuration and design of a custom web portal. • DocuNav Solutions will create the custom web portal to be used by applicants. 13. • DocuNav Solutions will build 50 web forms for use on the portal. • DocuNav Solutions will configure the routing and workflow of the documents and forms loaded into the portal. • DocuNav Solutions will review the new digital processes with the appropriate Denton staff and make any additional changes as needed to receive confirmation. • DocuNav Solutions will provide (2 days) of training for Denton staff involved with approvals, importing, scanning, plan reviews and archive. • DocuNav Solutions will provide documentation for the configurations of new Laserfiche proses for the Planning Department's Public Portal. 12 References c) 1 f i t i o i~ s 800.353.2320 _ n4 1 W - a,.. (1) City of Keller 1100 Bear Creek Pkwy Keller, TX 76248 817.743.4136 Keith Macedo, Information Service Manager kmaced i ty9flLeller.com (2) City of Plano 1520 Avenue K Plano, TX 75074 972.941.7000 Chester Hest, Information Services Project Manager the lang. ov (3) City of Arlington 101 W. Abrams Street Arlington, TX 76010 817.459.6418 Bill Pepper, Project manager bill. lin ontx. ov (4) Town of Addison 16801 Westgrove Drive Addison, TX 75001-5190 972.450.2868 Harnid Khaleghipour, MIS Mgr hkhale i i.addison.tx.us (5) City of North Richland Hills 7301 N. E. Loop 820 North Richland Hills, TX 76182 817.427.6233 Bob Weakley, Asst. Technology Director bweakle .htx.com 13 E~ Co b am ! " i f a a ti, a m,. (D OD cio 'o N Cn, C> N ~ p N O '117 O. (V f'Il q ~uVi 6 ~ d pf rn . iz' _ 03 : t C ~ 4D AV C yq~ O G p' ~I CD Ski ~ 'V' V O ~ : - [ ~``o O U {7}:,:C fy o. -d a ' CD d o C"ID w ~ va : C C W G C 0 - d R [L C) l0 Q.Cy IM-:: 4) (D 0Y a [6 a W ~ CS c+i' 7 - Yl to , n- aC+, t~= 1" Planning Projects Pricing 800.353.2320 { dal ~ f t.,,. ~ .~.'~r~~~.._. -h: ~ t K zx~a a?c.: •"i ~ ' Item Descriptions DocuNav Support Agreement, DSA Priority one year, support via email, phone, fax, M-F, Sam- Spin, CST, excluding holidays. Planning: Archive/ Retrieval Project Unit Pr Total 1 LS PRJ Planning: Arc hive/Retrieval Project. DocuNav $ 8,000.00 $ 8,000.00 Solution project to work with and provide services for Planning Dept. for project files folders and documents. Includes: preliminary meeting, configuration, and setup of AutoFile with rules; post-configuration meeting and testing; three (3) days onsite for training and rollout; and documentation of processes for Planning dept. to be written and rovided. TRAC KiT Migr ation: Integration 1 LS PRJ TRACKiT Migration: Integration. DocuNav $ 8,000.00 $ 8,000.00 Solution project to work with and provide services for Planning Dept. for Trackrr project. Planning & City Secretary: Ordinance Reconfiguration 1 LS PRJ Planning & City Secretary: Ordinance $ 3,500.00 $ 3,500.00 Reconfiguration. DocuNav Solution project to work with and provide services for Planning Dept. for ordinances reorganized. Includes: preliminary pre-configuration meeting, reconfiguration, and setup; review meeting; one (1) day onsite for training; and documentation .of processes for Planning dept. to be written and provided. * ESRI Search Tool Enterprise License needed for this project. 320 Reindx DocuNav Solution project to re-index all $ 40.00 $ 12 800.00 Ordin ordinances. Estimate 8 hours per year ($40.00 , hr.), for approximately 40 years that need to be com leted for an estimated total of 320 hrs. 15 ESRI Search to Ordinances: Integration 1 LS PRJ ESRI Search to Ordinances: Integration. $ 11,150.00 $ 11,150.00 DocuNav Solution project to work with and provide services for Planning Dept. for Enterprise Search Tool software for ESRI. Includes: Installation, configuration, and setup; and one 1 day onsite for training with IT. Planning Project Files: Workflow 1 LS PRJ DocuNav Solution project to work with and $ 19,000.00 $ 19,000.00 provide services for Planning Dept. Includes: preliminary pre-configuration meeting, configuration, and setup of Workflow on server; past-configuration meeting and testing; 5 days onsite for training and rollout; setup of 6 (six) different reports; and documentation of processes for Planning dept to be written and provided. Planning Project Files: Back Scanning 2080 LS PRJ DocuNav Solution project to work with and $ 40.00 $ 83,200.00 provide services for Planning Dept. for back scanning of project files. Estimated 2080 hours. Web Interface: Public Portal LS PRJ DocuNav Solution project to work with and $ 27,000.00 $ 27,000.00 1 provide services for Planning Dept. for Public Portal. Includes: preliminary meeting; custom Web page Interface; design of Web forms; configuration and setup of Workflow on server; post-configuration meeting; two (2) days onsite for training. ATTENTION: Includes CISV pricing. VP Imaging, Inc. vendor #1752738ZZZ400 Please sign, date, attach PO and fax back to DocuNav Solutions and we will process your order. Kindly call us 0 800-353-2320 with any 1172 650.00 questions. We look forward to working with you! EXEMPT Thank you, SIGN & DATE HERE 172 650.00 16 Building Inspections Pricing [7- 7"' av CLt s1 io s 800.353.2320 T M QtV Item Descriptions Unit Pr Total DocuNav Support Agreement, DSA Priority one year, support via email, phone, fax, M-F, Sam- Spm, CST, excluding holidays. Building Inspections: Archive/ Retrieval 1 LS PRJ DocuNav Solution project to work with and provide services for Building Inspection. $ 5,040.00 $ 5,000.00 Includes: preliminary meeting, configuration, and setup of AutoFile; post-configuration meeting; two (2) days onsite for training; and documentation of process far Building Inspection dept. to be written and provided. Residential or Commerciial Alterations Permits: Workflow 1 LS PRJ DocuNav Solution project to work with and provide services for Building Inspection. $ 9,OG0.00 $ 9,000.00 Includes: preliminary meeting, configuration, and setup of Workflow on server; post- configuration meeting and testing; three (3) days onsite for training and rollout; and documentation of processes for Building Inspection dept. to be written and rovided. ATTENTION: Includes CISV pricing VP Imaging Inc vendor #f75Z738222400 . , . Please sign, date, attach PO and fax back to DocuNav Solutions and we will process your order. Kindly call us @ 800-353-2320 with any 14,000.00 questions. We look forward to working with you! EXEMPT Thank you, SIGN & DATE HERE 14,000.00 17 Requirements Timeframe and Cost OCVti'r-,-, j s t l u t i 0 S 800.353.2320 ' MrR Planning Projects Projects Completion Timeframe Cost Plannin : Archive/Retrieval 6 weeks $8,000.00 TRAKiT Mi ation: Integration 4 weeks $8,000.00 Planning & Ci Secre : Ordinance Reconfiguration 10 weeks $16,300.00 ESRI Search to Ordinances: Inte ation 2 weeks $11,150.00 Planning Project Files: Workflow 8 weeks $19,000.00 Plannin Project Files: Back Scanning 26 weeks $83,200.00 Web Interface: Public Portal 12 weeks $27,000.000 Planning Total $172,650.00 Buildin; Inspections Projects Completion Timeframe Cost Building ctions: Archive/Retrieval 4 weep $5000.00 Residential or Commercial Alterations Permits: Workflow 6 weeks $9,000.00 Building Inspections Total $14,000.00 18 EXHIBIT C CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A. • Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or Bid 4450 Imaging Project for Planning and Building inspections EXHIBIT C suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: The City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. Bid 4450 Imaging Project for Planning and Building Inspections EXHIBIT C SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $500,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. rance: Contr r shall provide Commercial Automobile Liability ins e with Combined Single Limits {C not less than $300,000.00 either in a sin o icy or in a combination of basic and umbrella or ex olicies. The policy will ' ude bodily injury and property damage liability arising out of the eration, mai ance and use of all automobiles and mobile equipment used in conjunction wit Z' 7Satisfaction he above uirement shall be in t of a policy endorsement for: ny auto, or l owned , hired and non-owned autos. Sid 4450 Imaging Project for Planning and Building Inspections ~c Ab EXHIBIT C [X] Workers Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment I in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than _ each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. Hid 4450 Imaging Project for Planning and Building Inspections EXHIBIT C [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Bid 4450 Imaging Project for Planning and Building Inspections EXHIBIT C ATTACHMENT 1 [X] Worker's Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate ")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Bid 4450 Imaging Project for Planning and Building Inspections EXHIBIT C 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. 1. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011 (44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and Bid 4450 Imaging Project for Planning and Building Inspections EXHIBIT C 7) contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Bid 4450 Imaging Project for Planning and Building Inspections EXHIBIT D CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7m business day after the date the originally fled questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income other than investment income from the , , filer of the questionnaire? Yes No B. Is the filer of the questionnaire receivin g or likely to receive taxable income, other than investment income from or at the direction of the , local government officer named in this section AND the taxable income is not received from the local governmental entity? Y es No C. Is the filer of this questionnaire emp oyed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes No D. Describe each affiliation or business r lationship. 4 aJ4 5 LU 4 ~ Illy Signature of person ing business the governmental entity Date Adopted 06l29MW Bid 4450 Imaging Project for Planning and Building Inspections ORDINANCE. AN ORDINANCE OF THE CITY OF DENTON, TEXAS ACCEPTING COMPETITIVE SEALED BIDS AND AWARDING A BEST VALUE CONTRACT FOR AN ELECTRONIC DOCUMENT ARCHIVING SYSTEM FOR THE PLANNING AND DEVELOPMENT DEPARTMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 4450-BEST VALUE BID FOR IMAGING PROJECT AWARDED TO VP IMAGING DBA DOCUNAV SOLUTIONS IN THE AMOUNT OF $186,650. WHEREAS, the City has solicited, received, and tabulated competitive best value bids, for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of State law and City ordinances based on the best value as determined by using the selection criteria set forth in the request for bids; and WHEREAS, the City's selection committee has reviewed and recommended that the herein described bids are the best value based on the selection criteria for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted; and WHEREAS, the City's Purchasing Agent has determined that the best value bid process provides the best value to the City for this procurement; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and conclusions set forth in the preamble of this ordinance are incorporated within the body of the ordinance. SECTION 2. The options in the following numbered bids for materials, equipment, supplies, or services, shown in the "Bid Proposals" on file in the office of the City Purchasing Agent, is hereby accepted and approved as being the best value based on the selection criteria contained in the request for bids for such items: BID VENDOR AMOUNT 4450 VP Imaging DBA DocuNav Solutions $186,650 SECTION 3. By the acceptance and approval of the above items of the submitted bids, the City accepts the offer of the persons submitting the bids for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 4. The City Manager is hereby authorized to execute any and all necessary written contracts for the performance of the services in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with and relating to the items specified in Section 1, which written contract(s) shall be attached hereto; provided that the written contract is in accordance with the above Request to Submit Bids, Bid Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of ,2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 3-ORD-Bid 4450 This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Mike Ellis 349-8424 ACM: Jon Fortune SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a purchase order through the Texas Association of School Boards (TASB) for the acquisition of one Gradall Wheeled Excavator as awarded by way of an Interlocal Agreement with the City of Denton; and providing an effective date (File 4468-Excavator for Drainage Department awarded to Hi-Way Equipment Co., LLC in the amount of $185,500). The Public Utilities Board recommends approval (7-0). FILE INFORMATION This item is for the acquisition of a Gradall XL3300-111 Excavator, Tier III engine compliance equipped. Texas Association of School Board Contract 268-07 awarded a contract to Hi-Way Equipment for the purchase of a Gradall XL3300-111 Wheeled Excavator. This purchase was approved during the FY 2009-2010 budget process and will replace an aging excavator currently in use. The current excavator is a 1994 model that was purchased used in 1996. Extensive engine and hydraulic system repairs are needed to improve this machine's reliability for the Drainage Department. The estimated cost of these repairs is approximately $47,000. The age of this excavator limits its market value, even with the repairs, to about $8,000. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was approved by Public Utilities Board on January 11, 2010. RECOMMENDATION Award to Hi-Way Equipment Co., LLC in the amount of $185,500. PRINCIPAL PLACE OF BUSINESS Hi-Way Equipment Co., LLC Euless, TX Agenda Information Sheet February 2, 2010 Page 2 ESTIMATED SCHEDULE OF PROJECT Delivery is estimated to be 3-15 days after receipt of order. FISCAL INFORMATION This project will be funded from account 655008645.1355.30100. Requisition 96962 has been entered in the Purchasing software system. F,XHIRITS Exhibit 1: Price Quotation Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent 1-AIS-4468 Exhibit 1 Texas Association of School Boards Quotation Worksheet Date: 11/20/2009 Distributor Name: Hi-Way Equipment Co., LLC TASB Contract# 268-07 Sales Person: Dan Blade / John Lowe Phone Number: 713-649-0940 / 817-283-2844 Price list date: Customer name: City of Denton Model Discount: 3.4% Customer Contact: factor 96.6% Machine Make Model Description Sales Code Gradall XL3300-III wheeled excavtor Factory Options & Attachments 60" Ditching Bucket Auxiliary Hydraulics Backfill Blade Fixed Thumb Grapple Outriggers Non-Factory Options & Attachments Special Discount: Rental discount applied Shop Manuals, freight, assembly & training Sub Total Factory List Price $ 219,800.00 $ 4,375.00 $ 2,890.00 $ 10,610.00 $ 9,545.00 $ 16,540.00 $ 212,326.80 $ 4,226.25 $ 2,791.74 $ 10,249.26 $ 9,220.47 $ 15,977.64 $ (69,292.16) Extended Warranty One (1) year in lieu of standard Total Sale Price $ 185,500.00 12/15/2008 Customer Price PRICE GOOD THRU 12/31/2009 Delivery 3-15 Days A.R.O. FOB Denton TX ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PURCHASE ORDER THROUGH THE TEXAS ASSOCIATION OF SCHOOL BOARDS (TASB) FOR THE ACQUISITION OF ONE GRADALL WHEELED EXCAVATOR AS AWARDED BY WAY OF AN INTERLOCAL AGREEMENT WITH THE CITY OF DENTON; AND PROVIDING AN EFFECTIVE DATE (FILE 4468-EXCAVATOR FOR DRAINAGE DEPARTMENT AWARDED TO HI-WAY EQUIPMENT CO., LLC IN THE AMOUNT OF $185,500). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the "File Number" referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 4468 Hi-Way Equipment Co., LLC. $185,500 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the Buy Board Cooperative Purchasing Network, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY i BY: 3-ORD-File 4468 ~ J PUBLIC UTILITIES BOARD AGENDA ITEM # DRAFT MINUTES PUBLIC UTILITIES BOARD January 11, 2010 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas was present, the Chair of the Public Utilities Board thereafter convene into an Open meeting on Monday, January 11, 2010 at 9:02 a.m. in the Service Center Training Room, City of Denton Service Center, 901-A Texas Street, Denton, Texas. Present: Chair Dick Smith, Bill Cheek, Phil Gallivan, John Baines, Randy Robinson, Bill Grubbs and Barbara Russell Ex Officio Members: George C. Campbell, City Manager Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: The Public Utilities Board has received background information, staff's recommendations, and has had an opportunity to raise questions regarding these items prior to consideration. 5) Consider a recommendation of adoption of an Ordinance of the City of Denton authorizing the City Manager or his designee to execute a purchase order through the Texas Association of School Boards purchasing network for the acquisition of one Gradall Wheeled Excavator for the City of Denton Drainage Department by way of an Inter-local Agreement with the City of Denton; and providing an effective date (File 4468-Interlocal Agreement for the purchase of Drainage Excavator in the amount of $185,500). Board Member Gallivan moved to approved Item 5 with a second from Board Member Bill Cheek. The motion was approved by a 7-0 vote. The meeting was adjourned by consensus at 9:45 a.m. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Phil Williams 349-8487 ACM: Jon Fortune " r SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement with Kirkpatrick Architecture Studio for the design and construction oversight of a Systems Operation and Dispatch Center building for Denton Municipal Electric; authorizing the expenditure of funds therefor; and providing an effective date (RFSP 4334 in an amount not to exceed $170,000). (The Public Utilities Board recommends approval (7-0). RFSP INFORMATION This item is for the design of an 8,000 square foot Systems Operations and Dispatch Center for Denton Municipal Electric. A complete description of the project is included in the attached Public Utilities Board agenda information sheet (Exhibit 1). Proposals were received from sixteen vendors. An architecture selection committee which consisted of representatives from City of Denton Facilities Management, Water Utilities and Denton Municipal Electric ranked the top three firms and recommended awarding the contract for professional services to Kirkpatrick Architecture Studio. An evaluation ranking sheet for the top three firms is included as Exhibit 2. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was approved by Public Utilities Board on January 11, 2010. RECOMMENDATION Award to Kirkpatrick Architecture Studio in an amount not to exceed $170,000. PRINCIPAL PLACE OF BUSINESS Kirkpatrick Architecture Studio Denton, TX ESTIMATED SCHEDULE OF PROJECT The schedule for this project is to complete design and solicit bids for construction in Fiscal Year 2010 with construction of the facility to be completed in Fiscal Year 2011. Agenda Information Sheet February 2, 2010 Page 2 FISCAL INFORMATION This project will be funded from account 602421496.1365.3610. Requisition 97191 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Public Utilities Board Agenda Information Sheet without Exhibits Exhibit 2: Evaluation Ranking Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent 1-AIS-RFP 4334 Exhibit 1 PUBLIC UTILITIES BOARD AGENDA ITEM #7 AGENDA INFORMATION SHEET AGENDA DATE: January 11, 2010 DEPARTMENT: Electric Utility UTILITIES ACM: Howard Martin, 349-8232 SUBJECT Consider recommending approval of a Professional Services Proposal from Kirkpatrick Architecture Studio for design of the Systems Operations and Dispatch Center for the amount of $170,000. BACKGROUND In mid 2007, Denton Municipal Electric was audited by the ERCOT/TRE audit committee. During that process, ERCOT learned that Denton Municipal Electric Dispatchers had the responsibility of answering for most of the City Services during the day and all City Departments during the evening and night time hours. It was the recommendation of the THE Committee that Denton Municipal Electric work toward the separation of the duties between monitoring the Electric grid and the other City Departments and to engage in adding additional personnel and space to accommodate that separation. Today, Denton Municipal Electric System Operators and Dispatchers share a common area of just over 300 square feet with two side by side consoles, housed in the DME Substation metal building that was not designed to be storm proof and is not conducive to full time occupancy. Quite often during the course of a shift, radio transmissions from the System Operator in contact with a crew have to be repeated or even paused to allow a Dispatcher to complete a phone conversation with a Customer. This not only causes irritation for our Customers and our crews, it also impedes the System Operators ability to receive and transmit clear and accurate information. The Professional Services of Kirkpatrick Architectural Studio will be to provide Denton Municipal Electric with a facility that will withstand an F-2 Tornado and that will be suitable for full time occupancy of the System Operators and Dispatchers and will allow full separation of the consoles to ensure safety and better service our Customers. OPTIONS 1. Award a contract for Professional Services to Kirkpatrick Architecture Studio for $170,000. 2. Do not award a contract for Professional Services to Kirkpatrick Architecture Studio for $170,000. AIS - PUB Agenda Item #7 January 11, 2010 Page 2 of 2 RECOMMENDATION Architecture Selection Committee for RFP 4334 (which consist of representatives from The City of Denton Facilities Management, Water Utilities and Denton Municipal Electric) recommend awarding the contract for Professional Services to Kirkpatrick Architecture Studio. PRIOR ACTION/REVIEW (Council, Boards, Commissions) System Operation Center Building and Architectural fees were approved in the Capital Improvement Projects Budget. ESTIMATED SCHEDULE: The schedule is to complete design and bids for construction in FY 2010 and complete construction in 2011. DATE SCHEDULED FOR COUNCIL APPROVAL February 2, 2010 FISCAL INFORMATION Project is budgeted and will be funded from account number 602421496.1365.3610. This building was approved in the Capital Improvement Project budget for $1.9 Million and is scheduled to be completed in 2011. BID INFORMATION See list of Respondents and Evaluation Summary which is attached. EXHIBITS 1. Team Evaluation Summary 2. List of Respondents for Architectural Services for DME 3. Proposal memo from Kirkpatrick Respectfully submitted: I Phil Williams General Manager Denton Municipal Electric Prepared by: Jeff Morris DME Operations Division Manager N X W C7 ~ Z a o ~ J co cn M N Z Z O ~ Q Q a Q O w w 2 a o w O ~ M M O O O In M ~ \,O o0 `O d' H ~n O O Ln M d O O M ~fl 00 M 00 N C oo N ~ o W z O W W a C/1 ~ H W / W O 10 O O y U Cd cd a, o ~ o o Lr ) o V N U X O 0 p R N En p O z O 1 U " U U I-ti S -a v~ N a V 4 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH KIRKPATRICK ARCHITECTURE STUDIO FOR THE DESIGN AND CONSTRUCTION OVERSIGHT OF A SYSTEMS OPERATION AND DISPATCH CENTER BUILDING FOR DENTON MUNICIPAL ELECTRIC; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFSP 4334 IN AN AMOUNT NOT TO EXCEED $170,000). WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Kirkpatrick Architecture Studio, to provide professional architectural and related services for the design of a Systems Operation and Dispatch Center for Denton Municipal Electric, a copy of which is attached hereto and incorporated by reference herein-original on file in the office of the Purchasing Agent. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 4-ORD-RFSP 4334 S' s" • i~ PROFESSIONAL, SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into as of the day of 20 , by and between the City of Denton, Texas, a Texas municipal corporation, wifh its principal office at 215 East McKinney Street, Denton, Denton County, Texas. 76201, hereinafter called "Owner" and Kirkpatrick Architecture. Studio, with its corporate office at 100 West Mulberry St., Denton, TX 76201 hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: . SECTION I EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, (describe the Project in the space below or in an attachment) IRFP 4334-Architectural Services for Design and Construction Oversight for a System Operations Building for Denton Municipal Electric Page I SAMaterials ManagemenAPRMContracts DocumentsW00-099914334 Design of DML system operations Building.doc i . SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $ 165,000 2,1,2 Progress payments for Basic Services shall be paid in the following percentages for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: Schematic Design Phase 15% Design and Development Phase 20% Construction Documents Phase 40% Bidding Phase 5% Construction Phase 20% 2.2 ADDITIONAL SERVICES 2.2,1 Compensation for Additional Services is as follows: Principals $185 per hour Associates $145 per hour Technical Staff $ 85 per hour Clerical Staff $ 65 per hour i es of consultants includin additional structural, 2.2.2 Compensation for Additional Servc g mechanical and electrical engineering services shall be based on a multiple of l ,110 times the amounts billed to the Design Professional for such additional services.v 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of '1.10 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $5000 without the prior written approval of the Owner. Page 2 SAMaterials ManagementTRCHIContracts DocumenLA400.4M4334 Design of DME system Operations Building.doc SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. The Design Professional's Proposal dated August 6, 2009 on file in the office of the Purchasing Agent. 3. Attachment 1-Cost Proposal dated October 27, 2009. This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON BY: GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENINIFER WALTERS- CITY SECRETARY BY: APPROVED' A.VrO LEGAL FORM; ANITA BURGESS, CITY ATTORNEY . By i WITNESS: BY: Page 3 SAMaterials ManagementWRCHIContracts Documentsk40004999\4334 Design of DME system Operations Building.doc CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreement'I and proposal (the "Proposal") to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Professional's or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services'). 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care"). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the.Project Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 16 of these General Conditions and include without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terrns of the other, subject to the limitations set forth in Subsection 5.2.1. 2.23 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project. 21.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic DesignDocuments consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.25 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 23 DESIGN DEVELOPMENT PHASE 23.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project 23.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.43 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owners responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project 25 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Owners approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without Page 4 S Waterials Management\PRCH\Contracts Documents\4000-4999\4334 Design of DME system Operations Building.doc limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. 25.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionalss the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement 2.63 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument 2.65 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in perfomring all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications fumished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractors Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professionaljudgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component When professional certification of performance characteristics Page 5 SAMaterials ManagementlPRCHIContracts Documents14000499914334 Design of DME system Operations Building.doc of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 33 CONTINGENT ADDITIONAL SERVICES 33.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: I. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owner's failure to render decision in a timely manner. 33.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 333 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 33.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work 335 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. Page 6 S:\Materials Management\PRCMContracts Documents\4000-499914334 Design of DME system Operations Building.doc 33.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work 33.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto 33.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 33.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as apart of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.43 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment 3.45 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 43 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement Page 7 S:\Materials Management\PRCH\Contracts Documents\4000-0999\4334 Design of DME system Operations Building.doc T 4.4 The Owner shall designate a representative authorized to act on the Owne's behalf with respect to the Project The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. 45 Where applicable, the Owner shall famish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark 4.6 Where applicable, the Owner shall famish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall famish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall famish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall famish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 49 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.13 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-0f--way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not wan-ant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the fimushing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.23 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall became the property of the Owner upon termination or completion of the Agreement The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project NISQ 8 S:\Materials Management\PRCH\Contracts Documents\40004999\4334 Design ofDME system Operations Building.doc 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault-of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 73 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 75 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement . 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-0f--town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2-6.19), postage and handling of Drawings, Specifications and other documents. 8.2.13 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1 A Expense of renderings, models and mock-ups requested by the Owner. 8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project ✓ 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 83 PAYMENTS ON ACCOUNT OF BASIC SERVICES 83.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 83.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement 833 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. Page 9 SWaterials Management\PRCH\Contracts Documents14000-499914334 Design ofDME system Operations Building.doc 8.5 PAYMENTS WITHIIELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Deleted 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 113 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the. specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project Page 10 S:\Materials Management\PRCH\Contracts Documents\4000-4999\4334 Design of DME system Operations Building.doc 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement Page 11 SWaterials ManagementTRCMContracts Documents14000499914334 Design ofDME system Operations Building.doc CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. Name of person who has a business relationship with local governmental entity. 2 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7m business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIO as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? E-] N Y es o B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes 0 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 0 N Y es o D. Describe each affiliation or business relationship. 4 Signature of person doing business with the governmental entity Date Page 12 S:\Materials ManagemeriffRMContracts Documents\4000-4999\4334 Design of DN E system Operations Building.doc Adopted 06/292007 Page 13 S:\Materials Management\PRCMContracts Documents\40004999\4334 Design of DW system Operations Building.doc K { A I S 27 October 2009 Mr. Herman Lawson. Special Projects Manager Facilities Management City of Denton 869 Woodrow Lane Denton, Texas 76209 Re: RFP 4334-Denton Municipal Electric Operations Building Dear Mr. Lawson: Thank you for the letter from Mr. Shaw dated 16 October 2009. The clarity on the project scope is appreciated. Below please find our response; we look forward to continuing this process with you. Our first proposal was in the amount of $190,000. This was equal to 9.5% of the construction budget of $1,900,000 (the construction amount in the RFP). We understand that in. very early conversations a lesser amount was discussed. At the time of the conversation, however, the project building size was around 6,500 square feet. We felt our proposal appropriate, as the percentage is below the average paid to other architecture firms for the Senior Center, South Branch Library, and the Public Safety Training Center.. That said, we understand the budgetary constraints of the City and value our long relationship with Denton. In this spirit we propose a fee of $165,000 plus an additional $5,000 for reimbursables, based on the following. Project Understanding From our conversation on 23 October 2009, we understand the Project is an 8,000 square-feet new building housing DME Operations and Dispatch. The building will be comprised of a dispatch, conference room, break room, and offices. Portions of the building will be required to be "storm proof." Additionally, the 24 hour operations will require a generator. The building is intended to be utilitarian in design and will require code minimum landscaping. The proposed construction budget is $1,800,000. Scope of Services KAS' services include those necessary for the design and preparation of construction documents for the referenced project Phase One - Pre Design 1. Zoning/Platting Research KAS will meet with the City of Denton to understand the constraints and parameters affecting the proposed sites. 2. Programming - KAS will meet with all appropriate parties to, determine a preliminary program- 3. Master Planning - KAS will work with Owner and its consultants to determine the optimum site for the building. Additionally, traffic patterns, utilities, security and . pedestrian access will be investigated. 4. Field Trip - If necessary, KAS will make one visit to a similar facility. inn%Al-,+nAi,11--- I onnriit7 o1G')ini Phase Two - Design 1. Design Meeting - KAS.will conduct a one day design meeting with the owner and will produce a preliminary floor plan, refined program, and master plan. 2. Schematic Design 3. Design Development 4. Contract Documents Phase Three - Construction 1. Permit Application - KAS will submit the construction set for Permit. 2. Bidding and Negotiation - KAS will aid in the equaltion of bidders. 3. Construction Administration - KAS will attend weekly meetings during construction, produce Field Observation reports, and respond in a professional manner as needed during the construction process. Scope of Work Provided by the Client 1. Geotechnical Investigation 2. Materials testing 3. Site Survey Reimbursable Expenses KAS includes the following in our scope 1. In house printing 2. Travel 3. Phone calls The following is included in the stated compensation as a reimbursable expense and shall be provided to the Owner at the cost invoiced to KAS plus ten percent (10%). The total cost shall not exceed $5,000 without the written permission of the owner. 1. Printing for regulatory review 2. Printing for constructions To accomplish the project we have assembled the following team of professionals: 1. Civil Engineering 2. Landscape Architecture 3. Structural Engineering 4. MEP Engineering MJ Thomas Engineering Chris Russell Landscape Architect CHA, LLP S. Toub In the letter, the City requested "a very brief potential building exterior concept and possible footprint." I have asked the Texas Board of Architectural Examiners if I am allowed to provide any work before a signed and approved contract. I can say that our preliminary idea is to use materials from. the Administration building to tie the buildings together. K A S P ~ C 5~ r G • Page 3 October 27, 2009 Should you have any questions or require additional information, please contact me at your convenience. Best Regards, David M. Robinson, AIA, LEED AP PUBLIC UTILITIES BOARD AGENDA ITEM # DRAFT MINUTES PUBLIC UTILITIES BOARD January 11, 2010 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas was present, the Chair of the Public Utilities Board thereafter convene into an Open meeting on Monday, January 11, 2010 at 9:02 a.m. in the Service Center Training Room, City of Denton Service Center, 901-A Texas Street, Denton, Texas. Present: Chair Dick Smith, Bill Cheek, Phil Gallivan, John Baines, Randy Robinson, Bill Grubbs and Barbara Russell Ex Officio Members: George C. Campbell, City Manager Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: The Public Utilities Board has received background information, staff's recommendations, and has had an opportunity to raise questions regarding these items prior to consideration. ITEMS FOR INDIVIDUAL CONSIDERATION: 7) Consider recommending approval of a Professional Services Proposal from Kirkpatrick Architecture Studio for design of the Systems Operations and Dispatch Center for the amount of $170,000. Board Member Russell asked about procedure and if there is a list of approved architects that are contacted and; can anyone apply to be placed on that list. Herman Lawson, Project Manager, stated that the purchasing department sends out a Request for Proposals to a list of potential architects. Lawson stated that any credentialed architect can apply to be placed on the list. Chair Smith asked where the center would be located. Lawson stated that it will be located on Spencer Road. City Manager Campbell added that for Professional Services contracts such as Architects the City is not, by law, allowed to take bids. The City will solicit proposals, evaluate those proposals and then negotiate a contract for services. Board Member Russell moved to approve Item 7 with a second from Board Member Baines. The motion was approved by a 7-0 vote. The meeting was adjourned by consensus at 9:45 a.m. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Frank Payne 349-8946 ACM: Jon Fortune SUBJECT Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of Ector Street Storm Drainage and Sanitary Sewer Improvements; providing for the expenditure of funds therefor; and providing an effective date (Bid 4439- awarded to the lowest responsible bidder meeting specification, Omega Contracting, Inc., in the amount of $619,882). The Public Utilities Board recommends approval (7-0). BID INFORMATION This bid consists of installing 647 linear feet of 18" Reinforced Concrete Pipe (RCP), 1094 linear feet of 24" RCP, 535 linear feet of 42" RCP, 1,561 linear feet of 48" RCP, twenty inlets, nine junction boxes, and 2,188 linear feet of eight inch sanitary sewer pipe as well as other miscellaneous bid items required to install a new storm drain and sanitary sewer system. The location of this project will be along Ector Street from US 380 / University Drive to north of Panhandle Street. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was approved by Public Utilities Board on January 11, 2010. RECOMMENDATION Award to Omega Contracting, Inc. in the amount of $619,882. PRINCIPAL PLACE OF BUSINESS Omega Contracting, Inc. Dallas, TX ESTIMATED SCHEDULE OF PROJECT This project estimated to be completed within 130 working days from notice to proceed. Agenda Information Sheet February 2, 2010 Page 2 FISCAL INFORMATION This project will be funded from account 650045455.1360.40100. Requisition 97251 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Bid Tabulation Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent 1-AIS-Bid 4439 s x W 0 W E 0 Q L cn cn off a) O ~ O ~ N M N 'D V! V m W U) T v Q U LJ m 0 O O 000 ti ti O O ONO N_ E!) O O 00 (D O 00 ) W ) W U) 0 H 0 C'7 O O 0 N p v O U i u - 0 ) c'7 LO 00 N O O 0 (D 00 W U (D ti c1r) 0 L 0 00 U X O LO 0 0 O LO o N ~ B cu f C4 00 _ N (D ti c~7 U) W U) LU D 0 ~ ti Ef} Ef} Ef} 0 v 1) 0) cu X H p "J 0 O n 0 O LO 0 0 a000 N 0 E!) O 04 000 00 Ef} W W x o O Lo c'7 Lo c'7 T Y ~ c ~ ti W W v Q' O N C7 L cu U co LO V-- 0 NT v CD E 0 x N m °o L6 co CO 1-: IT ao L C~ co of w W r CO 61% 61% 61% ui Q o a~ rn m m a ' w D o d > ~ m m Q m _ Q w Q v > L L ~ Q m m U Q ° z N m ~ 0 W E 0 Q E L 0 0 cn cn off a) O ~ O ~ N M N 'o^ V! 0♦ V m W 0 oo oo 0 o o 0 0 ~ 'T _ N LO U v L cB L LO N C N W W 0 O 0 U 6c Efl 04 x 0 0 0 0 - U~ 'IT 0) LO U) C/) a cu 0 O 0 W W 0 (D (d 0 (a D 00 O Ef} Ef} Ef} a X o O O o L E a) U~ co LO co m U) C/) C p o U U cu M O o LU LU > cu (D 0 c x O LO O U? O o rn W W N C6 (D co LO U D N co O r co ti U) N to z C: U) a m m ~ a a~ m 4- 0 N w cu L m G d m ' r a~ Q v > a o a N i -Fv w+ . m tU + m Q ~ Q m Q ° z N cn ~n ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF ECTOR STREET STORM DRAINAGE AND SANITARY SEWER IMPROVEMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 4439-AWARDED TO THE LOWEST RESPONSIBLE BIDDER MEETING SPECIFICATION, OMEGA CONTRACTING, INC., IN THE AMOUNT OF $619,882). WHEREAS, the City has solicited, received and tabulated competitive bids for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described bids are the lowest responsible bids for the construction of the public works or improvements described in the bid invitation, bid proposals and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the construction of public works or improvements, as described in the "Bid Invitations", "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER CONTRACTOR AMOUNT 4439 Omega Contracting, Inc. $619,882 SECTION 2. The acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Bidders including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award of the bid. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with the Notice to Bidders and Bid Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. SECTION 4. Upon acceptance and approval of the above competitive bids and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved bids and authorized contracts executed pursuant thereto. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 3-ORD-Bid 4439 PUBLIC UTILITIES BOARD AGENDA ITEM # DRAFT MINUTES PUBLIC UTILITIES BOARD January 11, 2010 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas was present, the Chair of the Public Utilities Board thereafter convene into an Open meeting on Monday, January 11, 2010 at 9:02 a.m. in the Service Center Training Room, City of Denton Service Center, 901-A Texas Street, Denton, Texas. Present: Chair Dick Smith, Bill Cheek, Phil Gallivan, John Baines, Randy Robinson, Bill Grubbs and Barbara Russell Ex Officio Members: George C. Campbell, City Manager Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: The Public Utilities Board has received background information, staff's recommendations, and has had an opportunity to raise questions regarding these items prior to consideration. 4) Consider approval of Bid No. 4439 to Omega Contracting Inc. for the Construction of the Ector Street Storm Drainage and Sanitary Sewer Improvements Project, in an amount not to exceed $619,882.00. Board Member Gallivan moved to approved Item 4 with a second from Board Member Bill Cheek. The motion was approved by a 7-0 vote. The meeting was adjourned by consensus at 9:45 a.m. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Ross Chadwick 349-8830 ACM: Jon Fortune SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving the purchase of a ScanX Digital Imaging System and TigerView Explosives Ordnance Disposal/Detection Software for the City of Denton Fire Department available from only one source in accordance with the provision for State Law exempting such purchases from requirements of competitive bids; providing for the expenditure of funds therefor; and providing an effective date (File 4470- Purchase of Imaging System and Explosives Ordnance Disposal/Detection Software for Fire Department awarded to Televere Systems LLC in the amount of $57,647). FILE INFORMATION This item is for the acquisition of portable digital imaging equipment including TigerView Industrial EOD Imaging software for ScanX, On-site training, and Installation. This equipment will allow bomb technicians to capture onsite, real time diagnostic data. This data will help the technicians make operational decisions regarding explosive devices and suspicious packages. This project was submitted to the State Administrative Agency for the 2008 State Homeland Security Grant Program by the Regional Emergency Preparedness Advisory Committee (REPAC). This Committee which is part of the North Central Texas Council of Governments (NCTCOG) concluded this project was needed as a regional asset in North Texas. The project will be funded 100 % through the 2008 Homeland Security Grant. Televere Systems LLC is the exclusive distributor of TigerView Industrial EOD Imaging Software. Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source do not have to be competitively bid. RECOMMENDATION Award to Televere Systems LLC in the amount of $57,647. PRINCIPAL PLACE OF BUSINESS Televere Systems LLC Janesville, WI Agenda Information Sheet February 2, 2010 Page 2 ESTIMATED SCHEDULE OF PROJECT Training will be completed and equipment put into service 30 days after delivery. FISCAL INFORMATION This project will be funded 100% through the 2008 Homeland Security Grant. Business operating account 342015.8535 will be used to process the purchase. Requisition 96822 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Quote from Televere Systems LLC Exhibit 2: Sole Source Letter Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent 1-AIS-4470 X LU w m N h-n O a y.+ V 0 W y i im~m O O O N O N N c6 D +r o N O O V U ti o LO G 64 x X W N O O ~ U ~ M N 69 (D 0 f6 U Q) rn Q o ~ o-•c o:S -O (6 c ~ o ~ U ) Q~X 9 O c (n -0 U (6 U) T to 70 cz cu a) o~ a N (V p in X O O = O N O U) +p 3 T X O T C~ c L N N y O) O O p U U' ~ Q cn LO O m U o m ''0^1 vJ L 06 & w~ t U Q) E ~U) o -o ~ p O X (d O U O C~ N L X N 3 ui Q) O N U) CI N T O _ U 00 O C -O O T ~t U) M O Z QJ N LO Q > 0 O (6 2 (0 0 CO N O m U F - r zi~ L N O Q) = t4 E t 0 w d w w o w O LL ti L ti E9 W) O a N N O n (B L Q) O O J ~ J a o o OR 'p w i t w •Q ~ ~ X L w 0 o y 7 = O y y c L QD M d ~ a N N U 00 3 ~ H O ~ 41 ~ a ° O L a ~ = y V 0 o a d y a ~ 0 Ql h t0 t CV 3 m H d a E Ul O E U CD N 3 m O N T U O N - 1 a > CV y ~ o ~ O c 1J d f- d' N ai z '~t E co O ~ ' O O) v co ~ Q) O Qj M N N Q) O U O E O U L U o E 0) a) 75 f; v Lo , a N Ti- N d' N 3 ~ U H v L Exhibit 2 Televere Systems 1160 Cavalier Road Suite 300 Arnold, MD 21012 SOLE SOURCE DOCUMENTATION LETTER 1. This letter is to inform whomever it may concern that Televere Systems LLC is the US Distributor for Air Techniques, Inc. ScanX Digital Imaging System and TigerView EOD software. This system is a portable Computed Radiography system designed specifically for Explosives Ordnance Disposal/Detection (EOD) examination and consists of the following combination of components which are sold only through Televere Systems LLC: -TV-EOD1000 TigerView Industrial EOD imaging software for ScanX -TV901 TigerView On-Site Training & Installation of ScanX -138100E ScanX12 Portable scanner 2. TigerView Industrial EOD Imaging Application is proprietary software developed and sold exclusively by Televere Systems LLC to operate the ScanX 12 that is a patented product (U.S. Patent Number 6,599,014) manufactured by Air Techniques, Inc. The combination of these products is exclusively bundled and sold to the US market through Televere Systems LLC. The following features are unique to the TigerView for ScanX Digital Imaging System: -Ability to adjust PMT voltage -TigerView accommodates up to 16 bits of image data from ScanX -True Mosaic stitching of more than 20 images into a single image with one mouse click -Automatic calibration for measurements on the ScanX plates - Rotate by Degree functionality -TigerView acquisition lights validating ScanX readiness -Dynamic Exposure Monitoring to validate proper ScanX plate exposure -Original Watermark with time/date stamp -Auto-Incident assignment -TigerView SureSave in the event of hardware power disruption -Auto annotate images on acquisition for faster image viewing and stitching latest in advanCCd iED/EOD inlugiiig L001i Crvppiiig , ealibration, meaS''re11.e.1tS and grim lines in n-m and inches, color palette, custom annotations, Save As feature for multiple views -Advanced 2-in-1 plate holder/frame 4. This distribution arrangement does not prevent us from working with Federal Governnent Prime Vendors. Effective 11112008 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING THE PURCHASE OF A SCANX DIGITAL IMAGING SYSTEM AND TIGERVIEW EXPLOSIVES ORDNANCE DISPOSAL/DETECTION SOFTWARE FOR THE CITY OF DENTON FIRE DEPARTMENT AVAILABLE FROM ONLY ONE SOURCE IN ACCORDANCE WITH THE PROVISION FOR STATE LAW EXEMPTING SUCH PURCHASES FROM REQUIREMENTS OF COMPETITIVE BIDS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4470-PURCHASE OF IMAGING SYSTEM AND EXPLOSIVES ORDNANCE DISPOSAL/DETECTION SOFTWARE FOR FIRE DEPARTMENT AWARDED TO TELEVERE SYSTEMS LLC IN THE AMOUNT OF $57,647). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 4470 Televere Systems LLC $57,647 SECTION 2. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 3. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY - ~x BY: 4-ORD-4470 AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Emerson Vorel 349-7460 ACM: Jon Fortune SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving an Agreement between the City of Denton and the North Texas Umpire Association; determining a sole source and approving the expenditure of funds for the purchase of Certified Softball Officiating Services available from only one source in accordance with the provisions of the State law exempting such purchases from the requirements of competitive bids; and providing an effective date (File 4472-Agreement with North Texas Umpire Association in the amount per game as specified in the Agreement for an estimated award of $65,000). FILE INFORMATION The Agreement between the City of Denton and the North Texas Umpire Association is to supply officiating services for the Adult Slow Pitch spring, summer, and fall seasons for men's, co-ed, and women's Amateur Softball Association (ASA) softball games. Each year, the Parks and Recreation Department contacts the ASA District Commissioner to locate an ASA Umpire's Association that would be available to umpire adult softball league games in Denton. This year and in previous years, the North Texas Umpire Association has been the only association (sole source) available for officiating sanctioned adult softball league play in Denton. Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source do not have to be competitively bid. The North Texas Umpire Association will officiate approximately 1,100 softball games for the Parks and Recreation Department during the 2009-10 fiscal year. The Association will provide two ASA umpires and one scorekeeper per game. RECOMMENDATION Award to North Texas Umpire Association in the amount per game specified in the Agreement attached as Exhibit 2 estimated total amount of $65,000. PRINCIPAL PLACE OF BUSINESS North Texas Umpire Association Denton, TX Agenda Information Sheet February 2, 2010 Page 2 ESTIMATED SCHEDULE OF PROJECT This Agreement will remain in effect through November 30, 2010. FISCAL INFORMATION This Agreement will be funded from Parks and Recreation account 411170.7868. Requisition number 97154 has been entered in the purchasing software system. F,XHIRITS 1: Sole Source Letter from North Texas Umpire Association 2. Agreement between City of Denton and North Texas Umpire Association Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent 1-AIS-File 4472 Exhibit 1 TEDDY GIBBS Area VII Vice-President December 7, 2009 To: Heather Gray, City of Denton Re: North Texas Umpires Association Ms. Gray The North Texas Umpires Association based in Denton and serves the local softball associations as their official's facilitator and is the only registered ASA officials group in this area. The NTUA has served Denton for many years and has been in good standings each year with the Amateur Softball Association as a recognized umpire group. If you have any questions please feel free to contact me. Sincerely T dy Gibbs Texas ASA District 13 Commissioner P.O. BOX 299002 ® LEWISVILLE, TEXAS 75029 • BUS. (972) 219-3554 • HOME (972) 221-0619 AGREEMENT BETWEEN CITY OF DENTON PARKS AND RECREATION DEPARTMENT AND NORTH TEXAS UMPIRE ASSOCIATION The City Of Denton Parks and Recreation Department (hereinafter "PARD") of Denton, Texas and the North Texas Umpire Association (hereinafter "NTUA") enter into the following Agreement: 1. CONTEST A. The NTUA agrees to officiate and provide scorekeepers for the 2010 Adult Slow- Pitch Seasons for Men, Women and Coed ASA softball games and Girls Softball Seasons for 14U, 12U, and 10U Fast-Pitch, 8U Coach Pitch, and 6U T-ball games that are scheduled by PARD at North Lakes and Denia Softball Complex, Denton, Texas. B. The start date is March 2010 and runs through November 2010. C. PARD will provide NTUA with a schedule of games depicting leagues and their field assignments for the season. NTUA will receive this information at least one (1) week before the season begins. PARD will also provide NTUA with the league's current rules and regulations that are modified from the current Amateur Softball Association (ASA) rules. D. NTUA will schedule officials so that the ability level of the official will match or exceed the level of league play on each field. NTUA will provide up to two (2) umpires for and one (1) scorekeeper for the Adult and Girls Softball Leagues for each game. 1) Optimally, each field will have two (2) umpires, but when that is not possible or not required, NTUA will insure that the official working alone will be a qualified umpire. 2) The Umpire-In-Charge (UIC) scheduled for each night will ensure that the officials assigned to each field are capable of working that particular level of play. 2. PAYMENT A. In consideration of such services, PARR will pay NTUA the following rates: 1) $46.00 per game for Adult Softball Men's, Women's and Coed Divisions to provide two (2) umpires and one (1) scorekeeper. 2) $39.00 per game for the Adult Coed For Fun Division to provide one (1) umpire and one (1) scorekeeper. 3) $68.00 per game for the Girls Fast Pitch Divisions to provide two (2) umpires and (1) scorekeeper. 4) $43.00 per game for the Girls Coach Pitch Division to provide one (1) umpire and one (1) scorekeper. 5) $10.00 per game for the Girls T-Ball Division to provide one (1) scorekeeper only. AGREEMENT BETWEEN CITY OF DENTON PARKS AND RECREATION DEPARTMENT AND NORTH TEXAS UMPIRE ASSOCIATION B. Payment Determination Both parties will determine the payment to be the calculated number of games scheduled for each particular league times the specified rate of $68.00, $46.00, $43.00, $39.00 or $10.00. In instances when umpires or scorekeepers only receive (1) game in a night, the rate will be multiplied by 1.5. C. Schedule of Payment PARD will make the full payment for the total expected amount for estimated services no later than 14 days after the first game of each season, D. If NTUA provides only one (1) official for a game that requires two (2), then PARD will be credited $8.00 for each game that has one (1) official working alone. This credit can be used during the current season or during the next season. E. If PARD gives notice of forfeits in advance and this reduces the amount of time an umpire is required to be at the fields, then NTUA will provide a full credit for that particular game. For example, if the first game of the day or the last game of the day is canceled for a particular umpire, then PARD will be entitled to a credit. If a middle game is canceled, which results in the umpire still needing to stay on the fields the entire time, PARD will not be entitled to a credit. PARD will give notice of forfeits by 3:00 pm for the same day for ew5 ning games. 3. OFFICIALS NTUA represents officials that are, or will be by the date of the contest, a duly registered umpire who is a member in good standing of the ASA. 4. INTERPRETATION The Constitution, By-laws and rules and regulations of ASA and of NTUA are considered a part of this agreement and shall govern, except as modified by this Agreement, anydisputes arising out of this Agreement. Both parties to the Agreement agree to be so bound. A. When PARD offers a "coaches meeting", PARD will notify NTUA of the date, time, and place of the coaches meeting. A representative from NTUA will be required to attend the meeting to explain new rules, game procedures to the coaches, and discuss how on-field disagreements will be handled. 5. VOIDING OF AGREEMENT This agreement shall become null and' void upon the demise of either organization. This agreement may be canceled at any time by the mutual written consent of both parties upon 30 days written notice. This agreement is void if either party cannot comply with its terms. AGREEMENT BETWEEN CITY OF DENTON PARKS AND RECREATION DEPARTMENT AND NORTH TEXAS UMPIRE ASSOCIATION 6. NOTIFICATION/SCHEDULE CHANGES All notifications concerning the provisions of the document or of schedule changes shall be in writing to the below address. All game changes will be given to NTUA Assignor 24 hours prior to the change. If notification is not given in this timely manner, an additional administration fee of $3.00 per game will be charged to PARD. A. If initial notification is by phone, then a written confirmation shall thereafter be sent within seven (7) days. 7. INDEMNIFICATION NTUA agrees to indemnify, defend and hold harmless, PARD, the CITY, and their employees and officers from and against any and all claims or actions for injuries or damages, including death, arising out of NTUA's performance under this agreement, including the negligent acts or omissions of the umpires provided for under this agreement and any claims or actions made or brought by an. umpire. This agreement is executed to be effective as of &fC 2010 by authorized representatives of the parties hereto as set forth below. City of Denton, Texas Date George C. Campbell, City Manager APPROVED AS TO FORM: CITY ATTORNEY CITY OF DENTON, TEXAS North Texas Umpire Association Date T~ ',mss ~Pme Title Date )d- It . ~IA ~das /W1 Name Title BY: City of Denton Parks and Recreation Department Heather Gray Athletics Manager (940) 349-7218 (940) 349-8384 fax North Texas Umpire Association 524 N Locust, Suite A Denton, TX 76201 (940) 898-1561 (940) 380-9235 fax ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE NORTH TEXAS UMPIRE ASSOCIATION; DETERMINING A SOLE SOURCE AND APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF CERTIFIED SOFTBALL OFFICIATING SERVICES AVAILABLE FROM ONLY ONE SOURCE IN ACCORDANCE WITH THE PROVISIONS OF THE STATE LAW EXEMPTING SUCH PURCHASES FROM THE REQUIREMENTS OF COMPETITIVE BIDS; AND PROVIDING AN EFFECTIVE DATE (FILE 4472- AGREEMENT WITH NORTH TEXAS UMPIRE ASSOCIATION IN THE AMOUNT PER GAME AS SPECIFIED IN THE AGREEMENT FOR AN ESTIMATED AWARD OF $65,000). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 4472 North Texas Umpire Association $65,000 SECTION 2. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 3. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 4-ORD-4472 CITY OF DENTON CITY COUNCIL MINUTES December 15, 2009 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, December 15, 2009 at 3:30 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member Mulroy, and Council Member Watts. ABSENT: Council Member Heggins. 1. Requests for clarification of agenda items listed on the agenda for December 15, 2009. Council Member Watts questioned the cost of the roof replacement at City Hall East in Consent Item 3A. He stated that it was high in comparison to the other estimates for roof replacements. Dean Hartley, Facilities Manager, stated that the City had a roofing consultant they worked with regarding roof replacements on City buildings. He stated that normally they were able to get 15- 20 year warranties on roof replacements. The cost of the roof replacement at City Hall East was because of the type of roof. Watts questioned the cost of the replacement slide for the Water Park and whether we would receive any monies from an insurance claim. Langley stated that the City was self-insured on property issues. The City had a $50,000 deductible on property damage. Some insurance proceeds would be used in conjunction with the $250,000 from the Parks gas well funds. 2. Receive a report, hold a discussion, and give staff direction regarding the use of gas well funds. Bryan Langley, Director of Finance, stated that during the FY 2009-10 budget process, Council had requested that staff provide an overview of how gas well funds were utilized in the City. Langley stated that for gas wells on private property, the City received property taxes based on the production capacity of each well. Sales taxes were also collected in some cases. For gas wells on City owned property, the City received royalty payments based on production. He stated that the City also received ad valorem taxes on property interest held by an operator. DCAD estimated that gas well production declined by approximately 60% after the first year. Langley stated that in 2005-06, the City Council developed guidelines for the use and management of gas well funds. Gas well revenue should not be used to fund ongoing expenditures. Only one time payments should be considered due to rapid reduction in production capacity of wells. Council directed staff to deposit all ad valorem and sales taxes related to gas wells in the Non-Airport Gas Well Fund. Airport Gas Well funds should be used to pay Airport related debt service. Airport Gas Well funds should be restricted to Airport capital projects. Repayment of General Fund Subsidy was previously considered but not recommended by the City Council. City of Denton City Council Minutes December 15, 2009 Page 2 Langley stated that prior to FY 2010, the City maintained two gas well funds - Airport gas well fund and Non-Airport gas well fund. Airport gas well funds were restricted to Airport activities due to FAA grants (excluded property and sales taxes). Non-Airport gas well funds could be appropriated for any Council approved purpose. In FY 2010, the Parks gas well fund was created. Due to grants received to buy park property, funds were restricted for park expenditures. Langley stated that the Non-Airport gas well fund was estimated to have a $2.6 million fund balance as of 09/30/10. That estimate included $1.26 million Parks Gas Well Fund transfer and $600K for Projectdox and LaserFiche software systems in the Planning Department. No projects had been identified for future years. The Airport Gas Well Fund was estimated to have a $3.9 million fund balance as of 0930/10. The estimate included $216,988 for Airport debt service and approximately $1,210,900 in capital projects. The intent was to use funds as a required match for TxDOT/FAA Grants associated with the Airport master plan. Langley stated that the General Fund had subsidized Airport operations by $964,328 over the past six fiscal years and this continued to decline each year. Per the FAA, a six-year repayment of a subsidy was allowed per Federal Register guidelines but staff advised obtaining written approval before proceeding due to revenue diversion concerns. If directed by Council, subsidy repayment would provide a one-time cash infusion to the General Fund. Langley stated that the Parks Gas Well Fund was estimated to have a $100,992 fund balance as of 0930/10. The estimate included $250K for a Water Works Park slide replacement, $150K for a Senior Center land purchase, $850K for a soccer field project, and $100K for contingency purposes. No projects had been identified for future years. Debt service was paid each year from property taxes to fund projects. Langley stated that the FY 2009-10 long term plan included a 2.5 cent tax increase in FY 2010- 11 and included $500K in unidentified savings. Due to a projected reduction in fund balance, strategies needed to be developed to reduce expenditures and/or increase revenues. If the tax increase was not recommended, an additional $1.6 million in reductions/revenue enhancements would be needed. Various options and strategies would be presented to the Council over the next several months. Council direction was to eliminate the annual transfer from the General Fund to the Airport fund, transfer the $964,328 from the Airport gas well fund to the Non-Airport gas well fund, and pay the Parks debt service with Parks gas well funds. Following the completion of the Work Session, the Council went into Closed Session at 4:40 p.m. 1. Closed Meeting: A. Consultation with Attorney - Under Texas Government Code Section 551.071. 1. Discuss legal strategies and alternatives regarding potential litigation or settlement, concerning street failures in a portion of the Wind River subdivisions. City of Denton City Council Minutes December 15, 2009 Page 3 B. Deliberations regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086; Consultation with Attorney - Under Texas Government Code Section 551.071. 1. Discuss and deliberate the status of pending mediation and settlement efforts regarding several public power issues involved with the Texas Municipal Power Agency litigation described below and receive a briefing from a City representative. Receive a briefing and status report from the City's attorneys regarding the litigation entitled Ex Parte Texas Municipal Power Agency I, Cause No. D-1-GN-08-003426, pending in the 126th Judicial District Court in and for Travis County, Texas; as well as Ex Parte Texas Municipal Power Agency 11, Cause No. D-1-GN-08-003693, in the 261't Judicial District Court in and for Travis County, Texas; and the Texas Municipal Power Agency, Plaintiff v. City of Bryan, Texas, Ike fendant, Counter-Plaintiff and Thud-Pasty Plaintiff v. City of Denton, Texas and City of Garland, Texas Thud-Pasty Defendants, Cause No. 28169, now pending in the 506th Judicial District Court in and for Grimes County, Texas. Receive a briefing on, discuss and deliberate the terms of a proposed Settlement Agreement regarding the above litigation and the proceedings pending at the Public Utilities Commission of Texas. Provide the City's attorneys with direction. A public discussion of these legal matters would conflict with the duty of the City's attorneys to the City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. C. Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; Consultation with Attorneys - Under Texas Government Code, Section 551.071. 1. Receive a presentation, deliberate and discuss real property and title issues relating to a certain 3.814 acre tract of real property located at the northeast corner of the intersection of Loop 288 and Spencer Road in the City of Denton, Denton County, Texas; and being that same real property conveyed from Douglas and Associates, Inc. to the City of Denton, Texas by warranty deed recorded in Document No. 088905 and filed in the Public Records of Denton County, Texas. Receive a consultation from the City's attorneys regarding the above and foregoing matters. Discuss and deliberate and provide the attorneys with direction. A public discussion of these legal matters would conflict with the duty of the City's attorneys to the Public Utilities Board under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. D. Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; Consultation with Attorney - Under Texas Government Code, Section 551.071. City of Denton City Council Minutes December 15, 2009 Page 4 1. Discuss, deliberate and receive information from staff and provide staff with direction pertaining to the grant of property within the Denton Rail Corridor to the DART or DCTA, the limits of said corridor being all that certain lot, tract or parcel of land described in that certain Quitclaim Deed from Missouri Pacific Railroad Company to the City of Denton, Texas dated August 9, 1993, and filed on August 24, 1993, as Clerk No 93- R0058485 in the Real Property Records of Denton County, Texas; and also being that same property described in that certain Correction Quitclaim Deed, dated June 1, 2001 and filed for record in the Real Property Records of Denton County, Texas as Volume 4857, Page 020211 where such deliberation in an open meeting would have a detrimental effect on the position of the City Council in negotiations with DART or DCTA. Consultation with the City's attorneys regarding legal issues associated with the granting of said property above described where a public discussion of these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. E. Consultation with Attorneys - Under Texas Government Code, Section 551.071. 1. Consultation, discussion, deliberation, and receipt of information from the city's attorneys involving legal matters relating to possible annexations of property into the City of Denton where public discussion of these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. F. Consultation with Attorneys - Under Texas Government Code, Section 551.071 and Deliberations regarding Personnel Matters - Under Texas Government Code, Section 551.074. 1. Consultation with the City's attorneys regarding legal issues associated with personnel matters involving the city manager, city attorney, internal auditor, and/or the municipal court judge where public discussion associated with these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary of Professional Conduct of the State Bar of Texas. Discuss and deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal and/or hear a complaint or charge involving the city manager, city attorney, internal auditor, and/or the municipal court judge. City of Denton City Council Minutes December 15, 2009 Page 5 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U.S. and Texas flags. 2. PROCLAMATIONS/PRESENTATIONS A. Proclamations/Awards Mayor Burroughs presented the 2009 National Night Out-Rookie of the Year Award to the City of Denton Police Department. Police Chief Roy Minter, Captain Lenn Carter, Captain Paul Abbott, and Officer Jim Bryan were present to accept the award. 3. CONSENT AGENDA Ordinance No. 2009-310 A. Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse expenditures from the unreserved fund balance of the General Fund with Certificates of Obligation with an aggregate maximum principal amount equal to $1,500,000 for funding facility HVAC, flooring, and roof replacements for municipal facilities, and providing an effective date. Ordinance No. 2009-311 B. Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a purchase order through the Buy Board contract #281-07 for the acquisition of a Peterbilt 348 water truck for the City of Denton Street Department by way of an Interlocal Agreement with the City of Denton; and providing an effective date (File 4454-Purchase of Water Truck For Street Department awarded to Rush Truck Centers of Texas, LP in the amount of $127,518). Ordinance No. 2009-312 C. Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the replacement of windows at the City of Denton City Hall located at 215 E. McKinney Street; providing for the expenditure of funds therefor; and providing an effective date (RFSCP 4409-Window Replacement for City Hall awarded to Jones and Jeffery Construction Company, Inc. in the amount of $292,138). Ordinance No. 2009-313 D. Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the demolition of an existing slide and installation of a new slide at the City of Denton Water Works Park; providing for the expenditure of funds therefor; and providing an effective date (Bid 4440-awarded to the lowest responsible bidder meeting specification, Sunbelt Pools, Inc. in the amount of $355,226). City of Denton City Council Minutes December 15, 2009 Page 6 Ordinance No. 2009-314 E. Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of an alternative fuel and truck wash facility at the City of Denton Landfill; providing for the expenditure of funds therefor; and providing an effective date (Bid 4336-awarded to the lowest responsible bidder meeting specification, Thaten Construction Inc. in the amount of $2,047,685). The Public Utilities Board recommends approval (4-0). Ordinance No. 2009-315 F. Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of ProjectDox Plan Review Software for the City of Denton Building Inspections Division from Avolve Software, which is available from only one source in accordance with the pertinent provisions of Chapter 252 of the Texas Local Government Code exempting such purchases from the requirements of competitive bidding, and providing an effective date (File 4446-Purchase of ProjectDox Plan Review Software for Building Inspections in the amount of $282,600). Ordinance No. 2009-316 G. Consider adoption of an ordinance accepting competitive bids and awarding a contract for the lease of fifty four (54) departmental monochrome/digital copiers as approved by the U.S. Communities Government Purchasing Alliance (US Communities Contract # 58795) division; providing for the expenditure of funds therefor; and providing an effective date (Bid 4386-Conventional Copier/Multi-Functional Device Program awarded to Ricoh Business Solutions, Inc. in the annual estimated amount of $88,456 for an estimated three year total of $265,368). Ordinance No. 2009-317 H. Consider adoption of an ordinance awarding a contract for the purchase of products and services for the on-site vehicle parts facility; providing for the expenditure of funds therefore; providing for the expenditure of funds therefore; and providing an effective date (Bid 4379-Vehicle Equipment and Parts awarded to Genuine Parts Company in the estimated amount of 1,750,000 per year for the four year contract. The total award is estimated to be $7,000,000). Ordinance No. 2009-318 L Consider adoption of an ordinance accepting competitive bids and awarding a contract for the purchase of a Class "A" Containerized Training Structure and Class "A" Flashover Chamber and related services for the City of Denton Fire Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 4433-Best Value RFP for Class "A" Training Structure and Related Services awarded to Draeger Safety, Inc. in the amount of $224,795). Ordinance No. 2009-319 J. Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Denton Police Officers Association for the purpose of contributing to their non-profit charitable organization called "Shop With A Cop" which City of Denton City Council Minutes December 15, 2009 Page 7 helps needy children shop for things they need and want for Christmas; providing for the expenditure of funds therefor; and providing for an effective date. ($700) K. Consider a request for an exception to the Noise Ordinance for the purpose of performing live music during a House Concert hosted by Cassandra Fuhrmann. The House Concert will be located at 616 Woodland Street on March 28, 2010, beginning at 5:00 p.m. and concluding at 8:00 p.m. This request is for an exception in decibels from 65 to 69 decibels. Ordinance No. 2009-320 L. Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from 940 Ventures, LLC, from the Downtown Incentive Grant Program not to exceed $20,000; and providing for an effective date. The Economic Development Partnership Board recommends approval (5-0-1). M. Consider approval of the minutes of: November 16, 2009 November 17, 2009 Ordinance No. 2009-321 N. Consider adoption of an ordinance authorizing the City Manager to execute change order number one to the contract between the City of Denton and Lands Construction for additional sidewalk installation and pathway improvements associated with the Teasley Lane/FM 2181 Pedestrian Way project; providing for the expenditure of funds therefor; and providing an effective date (Bid 3966-Change Order Number One in the amount of $41,082.74). Ordinance No. 2009-322 0. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Settlement Agreement on behalf of the City of Denton, Texas regarding a settlement of the Texas Municipal Power Agency litigation now pending in Travis County and Grimes County, Texas and the proceedings pending at the Public Utilities Commission of Texas; empowering the City Manager to execute any and all documents as are necessary in furtherance and support of said agreement; and providing an effective date. Ordinance No. 2009-323 P. Consider adoption of an ordinance authorizing the City Manager to approve a first amendment to a Fixed Base Operator Airport Lease Agreement approved by Ordinance 2009-018 dated January 6, 2009, between the City of Denton, Texas and Sykes-Vaughan Investments (US Aviation Group) at the Denton Municipal Airport; and providing an effective date. The Airport Advisory Board recommends approval (5-0). Council Member Mulroy motioned, Mayor Pro Tem Kamp seconded to approve the Consent Agenda and accompanying ordinances. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. City of Denton City Council Minutes December 15, 2009 Page 8 4. PUBLIC HEARINGS A. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding the rezoning of approximately 1.11 acres of land from a Neighborhood Residential 3 (NR-3) zoning district classification and use designation and a Neighborhood Residential 4 (NR-4) zoning district classification and use designation to a Neighborhood Residential Mixed Use 12 (NRMU-12) zoning district classification and use designation with an overlay district, for property located at the intersection of N. Bell Avenue and E. University Drive, and is situated in the N.H. Meisenheimer Survey, Abstract No. 811, in the City of Denton, Denton County, Texas (Z09-0003). The Planning and Zoning Commission recommends approval (5-2). A SUPERMAJORITY VOTE BY COUNCIL IS REQUIRED FOR APPROVAL. Mark Cunningham, Director of Planning and Development, stated that this was a request for rezoning of property located at the northeast corner of Bell Avenue and E. University Drive. The site was comprised of three undeveloped lots and an alleyway. Two of the lots were located within the Bell Avenue Historic Conservation District. The applicant was now proposing to develop the site with four duplex units and two single family units - a total of ten dwelling units (reducing the proposed number of dwelling units on the site from twelve to ten). The maximum allowable density in the proposed NRMU-12 zoning district was 12 dwelling units per acre. The applicant was scheduled to go before the Historic Landmark Commission on December 14 per Council direction. Cunningham stated that duplexes were prohibited within the existing NR-3 zoning district but were an allowed use within the existing NR-4 district with a limitation. There were currently five to six duplex homes located within the Bell Avenue Historic Conservation District. Duplexes were permitted in the proposed NRMU-12 district without any limitations and at a density of twelve dwelling units per acre. Rezoning this site to an NRMU-12 district would allow the applicant to develop the property as shown in the concept plan. Cunningham stated that the proposed overlay district limited the permitted uses on the site to single-family dwellings, duplexes and home occupations. The maximum allowed density as proposed was nine dwelling units per acre. Cunningham stated that staff had received two property owner responses in favor, twelve opposed, and one neutral to the proposed rezoning. The twelve responses in opposition represented over 34% of the land within the notice area and the application would need to be approved by a supermaj ority vote of the Council. Council Member Watts questioned the maximum allowed density of nine dwelling units per acre and wanted to know if a duplex consisting of two units was considered one dwelling unit or two dwelling units. Cunningham stated that a duplex was two units that were attached. Each unit would be considered a separate unit. The size of the lot allowed the applicant to build an additional unit. The applicant was proposing four duplexes and two single-family units. City of Denton City Council Minutes December 15, 2009 Page 9 Council Member Mulroy stated that in the backup there was a statement in regard to site maintenance, but noted that he did not see it as a condition in the ordinance, and wanted to know the proper way to memorialize that as part of the zoning overlay. Cunningham deferred the questions to the City Attorney. City Attorney Burgess stated that condition was not specified in the ordinance. Mulroy stated that in the Planning and Zoning Commission minutes, the site plan was presented as part of the overlay but he did not see it in the ordinance and if using a site plan then was that a PD. Cunningham stated that the site plan was not included as part of the overlay. Mulroy asked about the number of bedrooms and parking spaces. Cunningham stated that the number of parking spaces needed would be two parking spaces for each two or three bedroom unit. Discussion followed regarding the site maintenance issue. City Attorney Burgess stated that generally site maintenance requirements were not a condition of an overlay, as it did not have anything to do with the use. The Mayor opened the public hearing. The following individuals spoke during the public hearing: Rod Taylor, 1300 Apache Trail, Corinth, spoke in support of the development DeCarlo Noble, 3400 Mustang, spoke in support Bobbie Halpenny, 1816 Bell Avenue, spoke in opposition Gary Hayden, 2106 N. Bell Avenue, spoke in opposition Steven Ambuehl, 2007 N. Bell Avenue, spoke in opposition Angela Stripling, 1815 N. Bell Avenue, spoke in opposition Ernie Stripling, 1815 N. Bell Avenue, spoke in opposition Carrie Ettredge, 606 Woodland, spoke in opposition Deb Conte, 2106 N. Bell Avenue, spoke in opposition Victoria Hodge, 1823 N. Bell Avenue, spoke in opposition Brian Wheeler, 1823 N. Bell, spoke in opposition Comment cards were received from the following individuals: JoAnn Nunnelly, 2215 Houston Place, opposition Elise Ridenour, 2044 West Oak, opposition Ed and Carol Soph, opposition Aimee Smith, 1807 N. Bell Avenue, opposition Tim Smith, 1807 N. Bell Avenue, opposition City of Denton City Council Minutes December 15, 2009 Page 10 David Wright, 1819 W. Oak, opposition Brandt Davis, 1902 N. Bell Ave., opposition Patrice Phelan Lyke, 1109 Egan Street, opposition Rick Smith, 1920 N. Bell, opposition Matthew Naylor, 1912 N. Bell, opposition Jane Hendricks, 10 14 Hillcrest, opposition Leona Langford, 2219 Houston Place, opposition Steven Friedson, 2044 W. Oak, opposition Jon-Paul LaQuaglia, 317 W. Highland St., opposition Kathryn Bryant, 317 W. Highland St., opposition Dixie Stevenson, 1910 West Oak, opposition Dora Sloan, 2207 Houston Place, opposition Rebecca Harpool, 2222 Houston Place, opposition The Mayor closed the public hearing. A five-minute rebuttal was allowed. Mr. Taylor stated that they would make sure the aesthetics for the buildings would fit in with the neighborhood and that they were willing to make any modifications that were necessary so that the project moved forward. Council Member Gregory motioned, Council Member Mulroy seconded to deny the rezoning. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2009-324 B. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding the rezoning of approximately 19.858 acres of land from a Neighborhood Residential 4 (NR-4) zoning district classification and use designation to a Neighborhood Residential Mixed Use (NRMU) zoning district classification and use designation. The property is generally located east of Hinkle Drive, 960 feet north of U.S. 380 and 1,285 feet south of Headlee Street and is situated in the Robert Beaumont Survey, Abstract No. A-31 in the City of Denton, Denton County, Texas (Z09-0009). The Planning and Zoning Commission recommends approval (7-0). Mark Cunningham, Director of Planning and Development, briefed the Council regarding the rezoning of property east of Hinkle Drive, north of U.S. 380 and south of Headlee Street. The applicant was requesting the change in zoning in anticipation of development of an elderly housing (nursing home) facility. The NR-4 zoning district did not permit elderly housing as a use. Staff had received six property owner responses with four in opposition to the request and two neutral. Jim Dewey with JR Engineers, 2500 Texas Drive in Irving, spoke on behalf of the property owner, and stated that the owner wanted to build a nursing home. Staff was favorable with the use but recommended going with NRMU-12 zoning. NRMU-12 zoning would allow another use if they didn't get the permit for a nursing home. Council Member Mulroy asked for the definition of elderly housing. City of Denton City Council Minutes December 15, 2009 Page I I Cunningham stated that elderly housing was defined as a structure where 80% of its occupants were 55 and older, and fell into one of the following categories-assisted living, congregate care facility, or life care housing and services. The Mayor opened the public hearing. Jim Dotson, 1202 Tulane Street, spoke in opposition The Mayor closed the public hearing. Mayor Pro Tem Kamp motioned, Council Member Watts seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2009-325 C. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding the rezoning of approximately 5.961 acres of land from a Neighborhood Residential 2 (NR-2) zoning district classification and use designation and a Rural Residential 5 (RD-5) zoning district classification and use designation to a Neighborhood Residential Mixed Use (NRMU) zoning district classification and use designation for property located at the northwest corner of Teasley Lane and Old Alton Road, and is situated in the J.C. Baker Survey, Abstract No. 47, in the City of Denton, Denton County, Texas (Z06-0033). The Planning and Zoning Commission recommends approval (7-0). Mark Cunningham, Director of Planning and Development, stated that he would present Item C and D together. He stated that ONCOR Electric was requesting to rezone the site to allow for the construction of an electrical substation. They were also requesting a Specific Use Permit for the site. ONCOR's projections for the area indicated that the anticipated load on the on the existing Corinth Substation would be 150% of capacity by 2010. The request for rezoning was to change the zoning from NR-2 and RD-5 zoning districts to NRMU zoning district. An electrical substation required approval of a Specific Use Permit when located in the NRMU district. The Mayor opened the public hearing for Items C and D. Dallas Cothrum, 900 Jackson, Dallas, representing ONCOR Electric Delivery, spoke on behalf of the applicant Jerry Reagan, Pastor of Life Line Church, spoke in support The Mayor closed the public hearing. Council Member Mulroy motioned, Mayor Pro Tem Kamp seconded to adopt the ordinance for Item C. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. City of Denton City Council Minutes December 15, 2009 Page 12 Ordinance No. 2009-326 D. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a Specific Use Permit to allow an electrical substation on approximately 5.961 acres of land, generally located at the northwest corner of Teasley Lane and Old Alton Road, and is situated in the J.C. Baker Survey, Abstract No. 47, in the City of Denton, Denton County, Texas (506-0012). The Planning and Zoning Commission recommends approval (7-0). The public hearing for this item was held with Item C. Council Member Watts motioned, Council Member Gregory seconded to adopt the ordinance for Item D. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2009-327 E. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a Specific Use Permit for a restaurant drive-through facility on approximately 0.8213 acres of land, located at 701 Fort Worth Drive, situated in the Alexander Hill Survey, Abstract No. 623, in the City of Denton, Denton County, Texas (509-0005). The Planning and Zoning Commission recommends approval (7-0). Mark Cunningham, Director of Planning and Development, stated that this was a request for a Specific Use Permit for a Taco Bell restaurant at 701 Ft. Worth Drive. Public notification information was sent to five property owners and staff had received zero responses. The Mayor opened the public hearing. David Gregory, Icon Consulting Engineers, representing Taco Bell, spoke on behalf of the applicant The Mayor closed the public hearing. Council Member Mulroy motioned, Mayor Pro Tem Kamp seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. F. Continuation of a public hearing on the Sale of the Denton Branch Rail Trail Corridor owned by the City of Denton to the Dallas Area Rapid Transit Authority (DART) for the purposes of reactivation of a rail line between Denton and Carrollton and consideration of an ordinance granting approval for the sale and transfer of the Denton Branch Rail Trail from approximately Mile Post 721.89 to Mile Post 729.5 for the purpose of a commuter railroad in accordance with Chapter 26 of the Texas Parks and Wildlife Code; and providing an effective date. City of Denton City Council Minutes December 15, 2009 Page 13 Council Member Gregory motioned, Mayor Pro Tem Kamp seconded to continue the public hearing to the January 12, 2010 meeting. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute a Contract of Sale/Option Agreement, as appropriate, by and between the City of Denton, Texas ("City") and the Dallas Area Rapid Transit Authority ("DART") transferring the Denton Rail Corridor, consisting of those lands described in that certain Quitclaim, dated August 9, 1993, County Clerk File No. 93-R0058485, as corrected by Correction Quitclaim Deed, dated June 1, 2001, County Clerk File No. 2001-R0057561, and as corrected by Correction to Correction Quitclaim Deed, dated June 28, 2001, County Clerk File No. 2001-R0076013, all recording references to the Real Property Records of Denton, Texas. This item was not considered at this time. B. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. There were no items suggested. C. Possible Continuation of Closed Meeting under Sections 551.071-551.086 of the Texas Open Meetings Act. Mayor Burroughs announced that the Council would continue the Closed Session portion of the meeting. D. Official Action on Closed Meeting Item(s) under Sections 551.071-551.086 of the Texas Open Meetings Act. There was no official action on Closed Meeting items. City of Denton City Council Minutes December 15, 2009 Page 14 With no further business, the Open Session was adjourned at 10:55 p.m. Council went into Closed Session at 10:55 p.m. Council adjourned Closed Session at 11:05 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES January 12, 2010 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, January 12, 2010 at 4:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member Mulroy and Council Member Watts. ABSENT: Council Member Heggins. 1. Requests for clarification of agenda items listed on the agenda for January 12, 2010. Council Member Gregory questioned the purchase of the police cars in light of problems with rear end crashes and tires. Mike Ellis, Fleet Manager, stated that they were satisfied with the corrective measures taken by Ford plus the City added several other protection features to the cars for added safety. Council Member Gregory questioned the amount of the contract for Consent Agenda Item N. It appeared that it was about half the amount from the previous year. Fire Chief Chadwick replied that the County had a complicated method of estimation for reimbursement. The amount was set by the County. City Manger Campbell indicated that Individual Items A and C would be pulled from consideration. Mayor Burroughs stated that Consent Agenda Item I indicated that there were competitive bids but there was no bid sheet included. There was a specification sheet but it indicated that this was a sole source type of purchase. Tom Shaw, Purchasing Agent, stated that this contract was based on an interlocal agreement by the State of Texas. The State did the bidding, not the City, so the City was following their bid procedure. 2. Receive a report, hold a discussion, and give staff direction regarding City of Denton's Purchasing procedures. Karen Smith, Senior Buyer, stated that this presentation did not apply to Denton Municipal Electric purchases. The dollar amount of the purchase indicated the path of the regulations involved. She reviewed the procurement regulations, methods of procurement under $50,000, purchases over $50,000, bid award preferences, alternatives to sealed bids, cooperative agreements, local preference, exceptions to sealed bids, City Manager approval authority, professional services, and change orders. Following the completion of the Work Session, the Council went into Closed Session at 4:35 p.m. 1. Closed Meeting: City of Denton City Council Minutes January 12, 2010 Page 2 A. Consultation with Attorneys -Under Texas Government Code, Section 551.071. Discuss and deliberate the status of mediation efforts regarding several issues involved with the Range Resources/Range Operating/Stroud Energy/Dan Hughes litigation described below and receive a briefing from a CAN, representative. Receive a briefing and status report from the Citv's attorneys regarding the litigation entitled City of Denton, Texas, Plaintiff v. Range Resources Corporation, Range Operating Texas, LLC, Stroud Energy, Ltd., and Dan A. Hughes Co, Cause No. 2008-19218- 16, Defendants, pending in the 16th Judicial District Court in and for Denton County, Texas. Discuss and deliberate and provide the attorneys with direction. A public discussion of these legal matters would conflict with the duty of the City's attorneys to the Citv Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. B. Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorney - Under Texas Government Code Section 551.071. Discuss, deliberate and receive information from staff and provide staff with direction pertaining to the grant of property within the Denton Rail Corridor to the DART or DCTA, the limits of said corridor being all that certain lot, tract or parcel of land described in that certain Quitclaim Deed from Missouri Pacific Railroad Company to the CAN, of Denton, Texas dated August 9, 1993, and filed on August 24, 1993, as Clerk No 93-R0058485 in the Real Property Records of Denton County, Texas; and also being that same property described in that certain Correction Quitclaim Deed, dated June 1, 2001 and filed for record in the Real Property Records of Denton County, Texas as Volume 4857, Page 020211 where such deliberation in an open meeting would have a detrimental effect on the position of the CAN, Council in negotiations with DART or DCTA. Consultation with the City's attorneys regarding legal issues associated with the granting of said property above described where a public discussion of these legal matters would clearly conflict with the duty of the Citv's attornevs to the Citv of Denton and the Denton Citv Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. C. Consultation with Attorneys -Under Texas Government Code, Section 551.071. Consultation, discussion, deliberation, and receipt of information from the city's attorneys involving legal matters relating to possible annexations of property into the City, of Denton where public discussion of these legal matters would clearly conflict with the dutv of the Citv's attornevs to the Citv of Denton and the Denton Citv Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. City of Denton City Council Minutes January 12, 2010 Page 3 2. PROCLAMATIONS/PRESENTATIONS A. Proclamations/Awards There were no proclamations/awards presented at this meeting. 3. CONSENT AGENDA Mayor Burroughs indicated that Item P would be pulled from consideration. Council Member Gregory motioned, Mayor Pro Tern Kamp seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Item P. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-001 A. Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Denton Festival Foundation for supplemental funding for the Arts and Jazz Committee for the 2010 Denton Arts and Jazz Festival; providing for the expenditure of funds therefor; and providing for an effective date. ($1,750) Resolution No. R2010-001 B. Consider adoption of an ordinance approving Denton's 111th Congress, 2nd Session Congressional Priority Project requests; and declaring an effective date. Ordinance No. 2010-002 C. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the expenditure of funds to pay the Denton Central Appraisal District (DCAD) the City of Denton's portion of the budget allocation in an amount not to exceed $365,311.52; and providing an effective date. Resolution No. R2010-002 D. Consider approval of a resolution allowing the Denton Rotary Club to be the sole participant allowed to sell alcoholic beverages at the Rotary Club Mardi-Gras Celebration on February 13, 2010, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this Resolution; and providing for an effective date. The Parks, Recreation and Beautification Board recommends approval (5-0.) Ordinance No. 2010-003 E. Consider adoption of an ordinance amending Article X, entitled "Municipal Setting Designations", of Chapter 26, entitled "Utilities", of the Code of Ordinances of the City of Denton, Texas, regarding the local rules adopted by the City of Denton for municipal setting designations, providing the application process for a municipal setting designation, the provision of notice to persons within the affected community, the deletion of insurance requirements, the prohibition of the use of groundwater in a municipal setting designation, City of Denton City Council Minutes January 12, 2010 Page 4 the filing of deed restrictions in the official property records of Denton County, Texas; providing findings; providing for a penalty not to exceed $2,000 for violations thereof, providing that a penalty shall be recoverable for each day a provision of this ordinance is violated, and each such violation shall be a separate offense; providing for a civil fine of not to exceed $1,000 per day for violations of this ordinance, together with other designated legal and equitable remedies that are available to the City; providing for a severability clause; providing for a savings clause, repealing all ordinances in conflict herewith; providing an open meetings clause; providing for city council approval thereof, providing for publication thereof, and providing an effective date. The Committee on the Environment recommends approval (3-0). Resolution No. R2010-003 F. Consider approval of a resolution of the City of Denton, Texas recognizing the necessity of protecting our limited water supply resources from pollution; endorsing the watershed protection as an urgent regional program for the county, cities, towns and utilities located in the watershed of Lewisville Lake; expressing the City's intention to participate in watershed protection strategies to preserve and protect the environment and to safeguard the public welfare; providing for an effective date. The Committee on the Environment recommends approval (3-0). Ordinance No. 2010-004 G. Consider adoption of an ordinance accepting competitive bids and awarding an annual contract for the purchase of traffic signal hardware for the City of Denton Traffic Division; providing for the expenditure of funds therefor; and providing an effective date (Bid 4431- Annual Contract for Traffic Signal Hardware awarded to the lowest responsible bidder for each item in the annual estimated amount of $200,000). Ordinance No. 2010-005 H. Consider adoption of an ordinance accepting competitive bids by way of an Interlocal Agreement with Tarrant County and Houston Galveston Area Council of Governments awarding a contract for the purchase of eight police sedans; providing for the expenditure of funds therefor; and providing an effective date (File 4459-Purchase of Police Sedans awarded to Philpott Ford Inc. in the amount of $159,761 and Dallas Dodge in the amount of $22,246 for a total award amount of $182,007). Ordinance No. 2010-006 L Consider adoption of an ordinance awarding a contract under the Texas Multiple Award Schedule (TXMAS) program for the purchase of a Altec Pressure Digger as awarded by the State of Texas Building and Procurement Commission (Contract TXMAS-3-23010); providing for the expenditure of funds therefor; and providing an effective date (File 4462- Pressure Digger for Denton Municipal Electric awarded to Altec Industries, Inc. in the amount of $195,164). The Public Utilities Board recommends approval (7-0). City of Denton City Council Minutes January 12, 2010 Page 5 Ordinance No. 2010-007 J. Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a purchase order through the Buy Board Cooperative Purchasing Network for the acquisition of one Peterbilt 348 Dump Truck for Denton Municipal Electric by way of an Interlocal Agreement with the City of Denton; and providing an effective date (File 4453-DumpTruck for Denton Municipal Electric awarded to Rush Truck Centers of Texas, LP in the amount of $113,780). The Public Utilities Board recommends approval (7- 0). Ordinance No. 2010-008 K. Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of asphalt and concrete street sections and repairs for Audra Lane; providing for the expenditure of funds therefor; and providing an effective date (Bid 3708-awarded to the lowest responsible bidder meeting specification, Jagoe-Public Company, in the amount of $409,575.50). Ordinance No. 2010-009 L. Consider adoption of an ordinance of the City of Denton, Texas approving the purchase of two Life-Pak Defibrillators and associated supplies for the City of Denton Fire Department available from only one source in accordance with the provision for State Law exempting such purchases from requirements of competitive bids; providing for the expenditure of funds therefor; and providing an effective date (File 4464-Purchase of Defibrillators for Fire Department awarded to Physio-Control, Inc. in the amount of $69,585). Ordinance No. 2010-010 M. Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the Mayor to execute an Interlocal Ambulance Agreement between the City of Denton and Denton County for ambulance services; and declaring an effective date. Ordinance No. 2010-011 N. Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the Mayor to execute an Interlocal Fire Protection Agreement between the City of Denton and Denton County for fire protection services; and declaring an effective date. Ordinance No. 2010-012 0. Consider adoption of an ordinance approving an Interlocal Cooperation Agreement (ICA) between the City of Denton and the County of Denton for the purpose of performing maintenance on certain roads. This item was not considered. P. Consider adoption of an ordinance of the City of Denton, Texas approving a compromise settlement agreement between Range Resources and the City of Denton; authorizing the City Manager and the City's Attorneys to act on the City's behalf in executing any and all documents, and to take other actions necessary to finalize the settlement; and declaring an effective date. City of Denton City Council Minutes January 12, 2010 Page 6 Approved the minutes as noted below. Q. Consider approval of the minutes of: December 1, 2009 December 8, 2009 December 11, 2009 Ordinance No. 2010-013 R. Consider adoption of an ordinance of the City of Denton, Texas, approving the Tower/Ground Lease Agreement entered into by and between the City of Denton, Texas as lessee and Denton County, Texas, as lessor; authorizing the City Manager to execute said agreement; authorizing the City Manager's authority to expend funds as are necessary to perform the agreement; and providing an effective date. Items A-E for Individual Consideration were considered. 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. Consider adoption of an ordinance approving an Advance Funding Agreement for a Project Using Funds Held in the State Highway 121 Subaccount in the amount of $57,689,189.00 between the City of Denton and the State of Texas for the widening and construction of Bonnie Brae Road from the Interstate Highway 35 East (I1-135E) service road south to Vintage Boulevard, authorizing the City Manager or his designee to execute said Agreement on behalf of the City of Denton; and declaring an effective date. This item was not considered. Ordinance No. 2010-017 B. Consider adoption of an ordinance approving an Advance Funding Agreement for a Project Using Funds Held in the State Highway 121 Subaccount in the amount of $56,670,566.00 between the City of Denton and the State of Texas for the widening and construction of Mayhill Road from its intersection with Colorado Boulevard north to U.S. Highway 380 (University Drive), authorizing the City Manager or his designee to execute said Agreement on behalf of the City of Denton; and declaring an effective date. Frank Payne, City Engineer, presented information on Items B, D, and E. All three were agreements for the expansion and improvements for Mayhill Road from Colorado to University Drive. Item B was an advanced funding agreement with the State. Items D and E were interlocal agreements with the County for local match money. He reviewed the funding arrangements and funding sources with the City, County and State. Mayor Pro Tem Kamp motioned, Council Member Watts seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. City of Denton City Council Minutes January 12, 2010 Page 7 This item was not considered. C. Consider adoption of an Ordinance approving an Interlocal Cooperation Agreement (ICA) in the amount of $11,537,838.00 between the City of Denton and Denton County Precinct No. 4 for the widening and construction of Bonnie Brae Road from the Interstate Highway 35 East (I1-135E) service road south to Vintage Boulevard, authorizing the City Manager or his designee to execute said Agreement on behalf of the City of Denton; providing for the expenditure of funds; and providing an effective date. Ordinance No. 2010-018 D. Consider adoption of an ordinance approving an Interlocal Cooperation Agreement (ICA) in the amount of $5,667,056.50 between the City of Denton and Denton County Precinct No. 1 for the widening and construction of Mayhill Road from its intersection with Colorado Boulevard north to U.S. Highway 380 (University Drive), authorizing the City Manager or his designee to execute said Agreement on behalf of the City of Denton; providing for the expenditure of funds; and providing an effective date. Mayor Pro Tem Kamp motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No.2010-019 E. Consider adoption of an ordinance approving an Interlocal Cooperation Agreement (ICA) in the amount of $5,667,056.50 between the City of Denton and Denton County Precinct No. 4 for the widening and construction of Mayhill Road from its intersection with Colorado Boulevard north to U.S. Highway 380 (University Drive), authorizing the City Manager or his designee to execute said Agreement on behalf of the City of Denton; providing for the expenditure of funds; and providing an effective date. Mayor Pro Tem Kamp motioned, Council Member Mulroy seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. The Council returned to the regular agenda order to consider the public hearings. 4. PUBLIC HEARINGS Ordinance No. 2010-014 A. Hold a public hearing and consider adoption of an ordinance granting approval of an electric easement for a subsurface use of a portion of the Denton Branch Rail Trail approximately 260 feet north of Old Mayhill Road at Mile Post 725.1 in accordance with Chapter 26 of the Texas Parks and Wildlife Code; providing for the issuance of an electric easement and providing an effective date. The Parks, Recreation and City of Denton City Council Minutes January 12, 2010 Page 8 Beautification Board recommends approval (7-0.) Bob Tickner, Parks Planning Administrator, stated that a public hearing was required for this item as a portion of the park property would be used for non-park purposes. Denton Municipal Electric was requesting a subsurface use for an electric easement. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Mulroy motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-015 B. Hold a public hearing and consider adoption of an ordinance granting approval of an electric easement for a overhead use of a portion of the Denton Branch Rail Trail approximately 600 feet north of Pockrus Page Road at Mile Post 725.58 in accordance with Chapter 26 of the Texas Parks and Wildlife Code; providing for the issuance of an electric easement and providing an effective date. The Parks, Recreation and Beautification Board recommends approval (7-0.) Bob Tickner, Parks Planning Administrator, stated that a public hearing was required for this item as a portion of the park property would be used for an overhead electric easement. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Gregory motioned, Council Member Watts seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-016 C. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a Special Sign District Plan on approximately 4.17 acres, generally located at 201 S. Locust Street and platted as Lot 1R, Block 23, Old Town Denton Addition, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing for severability and establishing an effective date (SD09-0001). The Planning and Zoning Commission recommends approval (7-0). City of Denton City Council Minutes January 12, 2010 Page 9 Chuck Russell, Planning Manager, stated that a special sign district was being proposed for the First United Methodist Church. The special sign district would allow a deviance from the sign requirements, specifically for the displaying of banner signs on a year round basis and a deviation from the Code regarding temporary signs. Wall signs would be allowed on the east and west entrances on building as a future use. The Planning and Zoning Commission recommended approval with a minimum interval of 30 seconds on the LED sign and consideration of the intensity of illumination so it would not bother drivers on the street. The Mayor opened the public hearing. He indicated that speaker cards had submitted by Gwynn Jump and Robert Torrey but would speak only if Council had questions. The Mayor closed the public hearing. Mayor Pro Tem Kamp motioned, Council Member Mulroy seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. D. Continuation of a public hearing on the Sale of the Denton Branch Rail Trail Corridor owned by the City of Denton to the Dallas Area Rapid Transit Authority (DART) for the purposes of reactivation of a rail line between Denton and Carrollton and consideration of an ordinance granting approval for the sale and transfer of the Denton Branch Rail Trail from approximately Mile Post 721.89 to Mile Post 729.5 for the purpose of a commuter railroad in accordance with Chapter 26 of the Texas Parks and Wildlife Code; and providing an effective date. The Mayor opened the public hearing. Council Member Mulroy motioned, Council Member Engelbrecht seconded to continue the public hearing to the next city council meeting. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. E. Hold the first of two public hearings to consider and discuss, under the annexation procedures for areas exempted from the municipal annexation plan, the Involuntary Annexation, Service Plan and Non-Annexation Development Agreement for approximately 7,480 acres, located in the City's Extraterritorial Jurisdiction (ETJ), Division 1, and provide staff appropriate direction. The proposed annexation is in multiple ownerships, and consists of fifteen (15) distinct areas, as presented in Exhibit 1. The 15 areas are identified and generally located as follows: (1) PAA1: 1,171 acres, located on the South side of Jim Christal Road; north side of Tom Cole Road; west of Masch Branch Road; (2) PAA2 South: 1,472 acres located on the South side of FM 11731; north of W. University Drive; west of I-35; (3) PAA3: 1,075 acres, located on the South side of Ganzer Road; north and south of Barthold Road; north of FM 1173; west of I-35; (4) PAA4: 1,555 acres, located on the South side of Milam Road; north of Loop 288; east of I-35; (5) DH-1: 315 City of Denton City Council Minutes January 12, 2010 Page 10 acres, located on the East of H. Lively Road; south of FM 2449; west side of John Paine Road; (6) DH-2: 258 acres, located on the South side of University Drive; west and east sides of Thomas J. Egan Road; north of Jim Christal Road; west of Masch Branch Road; (7) DH-3: 421 acres, located on the South side of Spring Side Road; north, south and west of Corbin Road; west of I-35; (8) DH-4: 347 acres, located on the East side of Bonnie Brae Street; west of Fort Worth Drive; east and west of Vintage; (9) DH-5: 307.11 acres, located on the East side of Fort Worth Drive; west of Country Club Drive; north of Bush Creek Road; (10) DH- 6: 9 acres, located on the East side of Teasley Lane; north of Hickory Creek Road; west of Lipizzan Court; (11) DH-8: 29 acres, located on the West of Old Edwards Road; north and south of Edwards Road; (12) DH-10: 87 acres, located on the South of East McKinney; east and west of Lakey Circle; (13) DH-11: 388 acres, located on the Southeast of the intersection of Mayhill Road and McKinney Street; (14) DH-13: 16 acres; located on the West of the intersection of N. Locust Street and Bobcat Road; south of Chaparral Road; and (15) DH-14: 26 acres, located on the South side of Robinson Road; east of Teasley Lane. Mark Cunningham, Director of Planning and Development, stated that the items for discussion included (1) background information, (2) planning rationale, (3) purpose, (4) potential annexation areas, (5) requirements of the annexation plan, (6) annexation areas, (7) the service plan for the proposed annexation areas, (8) provisions of non-annexation agreements for agriculture, wildlife and timberland use, (9) the annexation schedule, (10) notices and legal ads, and (11) recommendations. The Mayor opened the public hearing. The following individuals spoke during the public hearing: Don Womack, 6 Highview Court, Denton, 76205 - opposed Kent Wolf, 7254 Barthold Road, Denton, 76207 - opposed Melissa Vardas, 6954 Ganzer Road, Denton, 76207 - opposed Rocky and Cynthia McMinn, 2736 Robinson Road, Denton, 76210 - opposed Leslie Buell, 6778 C. Wolfe Road, Ponder, 76259 - opposed Joey Hurst, 9711 Jim Christal Road, Krum, 76249 - opposed Deborah Cottle, 480 Hickory Creek Court, Krum, 76249 - opposed Henry Evans, 1106 Ridgecrest, Denton, 76205 - opposed Richard LaSalle, 2055 Chinn Road, Denton - opposed Dale Wolf, 7030 Barthold Road, Denton, 76207 - opposed Don Dillard, 5000 Thanksgiving Tower, Dallas, 75201 - support Janelle and Richard Burch, 4478 Country Club Road, Denton, 76201 - opposed Bruce Putnam, 460 Hickory Creek Lane, Krum, 76249 - opposed Michael Lawrence, 2900 Robinson Road, Denton, 76210 - opposed Emrie Wilkes, 4045 S. Bonnie Brae, Denton, 76226 - opposed Robin Gregory, 491 Hickory Creek Court, Krum, 76249 - opposed Dan and Melinda Hampton, 2798 Robinson Road, Denton, 76201 - opposed Levi Harris, 450 Hickory Creek Lane, Krum, 76249 - opposed Pamela Kaatz, 2826 Robinson Road, Denton, 76210 - opposed Jean Ann Harris, 450 Hickory Creek, Krum, 76249 - opposed City of Denton City Council Minutes January 12, 2010 Page I I Robert Hammer, 4021 Corbin Road, Denton, 76207 - opposed Terri Meador, 4021 Corbin Road, Denton, 76207 - opposed Lee Fitch, 7202 Barthold Road, Denton, 76207 - opposed Charles Hackett, PO Box 998, Argyle, 76226 - opposed Billie Glosser, 990 Tom Cole Road, 76207 - opposed Ladonna and Larry Pockrus, 9080 Wolf Run, Ponder, 76259 Bent Carter, 2043 Chinn Road, Denton, 76207 - opposed Ignacio Escamilla, 4152 Fruth Road, Krum, 76249 - opposed Robert Perches, 4250 Fruth Road, Krum, 76249 - opposed Kevin Wade, 4377 S. Bonnie Brae, Argyle, 76226 - opposed Thomas Hook, 721 W. Windson Drive, Denton, 76207 - opposed Sheila Luster, 4377 S. Bonnie Brae, Argyle, 76226, - opposed Don Barlow, 4365 Bonnie Brae, Argyle, 76226 - opposed John Werner, 9088 Wolf Run Road, Ponder, 76259 - opposed Tobie Carcano, 4115 Hampton Road, Denton, 76207 - opposed Marc Cohen, 490 Hickory Creek Court, Krum, 76249 - opposed Brent Knipfer, 492 Thomas J. Egan Road, Denton, 76207 - opposed Linda Cole, 6376 Jim Christal Road, Denton, 76207 - opposed Rick Ashley, 430 Hickory Creek, Krum, 76249 - opposed The Mayor closed the public hearing Mayor Burroughs requested clarification on answers for questions that had been submitted by residents of the potential annexation areas. Cunningham stated that about 95% of the questions had been answered with several of the questions sent to other agencies for answers. As soon as everything was answered, he would make both the questions and answers available to all residents plus all those in attendance and also post them on the City's website. Council Member Mulroy asked for an expansion on the conditions of the agricultural exemption. He felt there were two elements involved. One dealt with the agricultural exemption on the land after the five year agreement had ended. Cunningham stated that the agricultural exemption was not tied to the annexation. Council Member Mulroy stated that the second area of possible misunderstanding dealt with whether an agricultural use, with or without an exemption when annexed, would continue. Cunningham stated that such a use would be a non-conforming use and would remain. After property was annexed into the city, it was given a RD-5 zoning classification which essentially was an agricultural use. That zoning category would remain until the property owner or an agent of the property owner initiated rezoning. Mayor Burroughs asked if the annexed property would maintain the existing electrical provider. City of Denton City Council Minutes January 12, 2010 Page 12 Cunningham stated that the Code did not consider gas or electrical as full municipal services and was not addressed by the service plan. He did not know if the annexed property would have to change electrical providers. City Manager Campbell indicated the question and answer would be included in the information that was going to be sent out. Council Member Gregory asked if the cost to serve was required by law. Cunningham stated that Council had asked for a cost to serve and was not required. The service plan was required which had been created. Mayor Burroughs indicated Comment Cards had been submitted by: Dana Gandy, 3300 Springside Road, Denton, 76207 - support Cindy and Brian Zimmerman 9231 Jim Christal Road, Krum, 76249 - opposed Richard Harris, 425 Fry, Denton, 76201 - opposed Evelyn Barthold, PO Box 2415, Denton, 76202 - opposed Darrell Greid, 6540 Jim Christal Road, Denton, 76207 - opposed Dana Miller, 4575 Miller Road, Krum, 76249 - opposed Beth and Larry Manning, 6430 Jim Christal, Denton, 76207 - opposed David Patterson, 6488 Jim Christal, Denton, 76207 - opposed Claudia Lynch, 2585 Underwood Road, Denton, 76207 - opposed Bernice Patterson, 6488 Jim Christal Road, Denton - opposed Darlene Rector, 4711 N. Bonnie Brae, Denton - opposed J. F. Baker, 6767 Ganzer, Denton, 76207 - opposed Don and Nancy Cole, 4109 Hampton Road, Denton, 76207 - opposed Suzanne Shaeffer, 5209 Whiting Way, Denton, 76208 - opposed Barry Combs, 4525 Miller Road, Krum, 76249 - opposed Larry Green, 2388 Lovers Lane, Krum, 76249 - opposed Alvaro Pina, 4645 Miller Road, Krum, 76249 - opposed Silvia and Jose Pena, 470 Hickory Creek Court, Krum, 76249 - opposed Donna Taylor, 9097 Jim Christal Road, Krum, 76249 - opposed Mark Hicks, 5100 Barthold Road, Denton, 76207 - opposed Scott and Kena Gandy, 1927 Underwood, Denton, 76207 - opposed J. Mike Riley, 2057 Underwood, Denton, 76207 - opposed Sheila Figueiras, 7296 Barthold, Denton, 76207 - opposed Lisa Fergason, 7563 Lois Road, Sanger, 76266 - opposed Miguel Lira, 3841 FM 1173, Krum, 76249 - opposed Mike Darling, 3806 Hampton Road, Denton, 76207 - opposed John and Lavena Peppler, 2382 Chinn Road, Denton, 76207 - opposed Cindy Hook, 7066 Ganzer Road, Denton, 76207 - opposed Suzan James, 175 Cunningham, Denton, 77208 - opposed Mike Prittchard, 8981 Jim Christal Road, Krum, 76249 - opposed David Laney, 2501 Laney Circle, Denton, 76208 - opposed Matt Kern, 3153 Lovers Lane, Krum, 76249 - opposed Shawn Sloan, 2000 Lovers Lane, Krum, 76249 - opposed Robert Barker, 8106 W. University, Denton, 76207 - opposed City of Denton City Council Minutes January 12, 2010 Page 13 Stanley and Joyce Qualls, 3901 Yellowstone Denton, 76209 - opposed Tamera Cohen, 490 Hickory Creek Court, Krum, 76249 - opposed Terry and Jean Caldwell, 6830 Ganzer Road, Denton, 76207 - opposed John Caldwell, 6830 Ganzer Road, Denton, 76207 - opposed John Roberts, 1415 Auburn Drive, Denton, 76201 - opposed Steve Roberts, 6868 Ganzer Road, Denton, 76207 - opposed Ray Pearson, 4363 Ganzer Road Denton, 76207 - opposed Ray Roberts, 2136 Chinn Road, Denton, 76207 - opposed Don and Jane Yeatts, 6262 Milan Road, Sanger, 76266 - opposed Linda Roberts, 2136 Chinn Road, Denton, 76207 - opposed Carole Womack, #6 Highview Court, Denton, 76205 - opposed Prudence Haywood, 5841 Canyon, Sanger, 76266 - opposed Astrid and Wolfgang, 4243 FM 1173, Krum, 76249 - opposed Janet Ross, 4690 Miiller, Krum, 76249 - opposed Robert Cole, 3775 Ganzer Road, Denton - opposed Mark Cole, 6376 Jim Christal Road, Denton, 76207 - opposed Nelda Hackett, PO Box 998, Argyle, 76226 - opposed Rebecca Lawrence, 2900 Robinson Road, Denton, 76210 - opposed Donna Putnam, 460 Hickory Creek Lane, Krum, 76249 - opposed Linda Chapa, 6306 Milam Ridge, Sanger, 76266 - opposed Laura Jane Whitworth, 3482 Springside, Denton, 76207 - opposed Jim Crosby, 5875 Milam Ridge Road, Sanger, 76266 - opposed Mrs. Grady Baker, 3472 N. Masch Branch Road, Denton, 76207 - opposed Dean Konz, 5828 Milam Ridge Road, Sanger, 76266 - opposed John McQuinn, 7202 Barthold Road, Denton, 76207 - opposed Jess Youngkin, 4287 Bonnie Brae, Argyle, 76226 - opposed Phil Lemmons, 1621 Pinehills Lane, Corinth, 76210 - opposed Helen Ann Stults, 2194 Underwood Road, Denton, 76207 - opposed Lyle Whitworth, 3482 Springside Road, Denton, 76207 - opposed Larry Kaatz, 2826 Robinson Road, Denton, 76210 - opposed John Chutkowski, 6957 Ganzer Road, Denton, 76207 - opposed Barbara Whitworth, 4085 Corbin Road, Denton - opposed Bert Yarbrough, 204 Long Canyon, Richardson, 75080 - opposed Betty Schulter, 9101 Starwood Lane, Denton, 76207 - opposed Kenneth and Glenda Hatridge, 2062 Chinn Road, Denton, 76207 - opposed Delma and Kenneth Stewart, 2010 Chinn Road, Denton, 76207 - opposed Malcolm and Linda Ellison, 3602 N. Masch Branch Road, Denton, 76207 - opposed Mike King, 2408 N. Carroll, Denton, 76205 - opposed Bob Darby, 1946 Darby Smith Road, Krum, 76249 - opposed C. L. and Nancy Yeatts, 2383 Chinn Road, Denton, 76207 - opposed Tammy Tubbs, 4277 Bonne Brae, Argyle, 76226 - opposed Don and Pat Logan, 4269 S. Bonnie Brae, Argyle, 76226 - opposed Danny and Sandra Schertz, 4760 N. Bonnie Brae, Denton, 76206 - opposed No action was taken on this item by Council. Council returned to the Individual Items for consideration. City of Denton City Council Minutes January 12, 2010 Page 14 F. Citizen Reports 1. Review of procedures for addressing the City Council. 2. Receive citizen reports from the following: a.) Bob Clifton regarding Fry Street. Mr. Clifton suggested making a people's park on Avenue A. He presented photos on the area of the Fry Street and Avenue A area and suggested the City buy the block bordering on Oak, Fry Hickory and Welch. He felt the current property was a disgrace and should be cleaned up. b.) Willie Hudspeth regarding concerns for Southeast Denton. Mr. Hudspeth was not present at the meeting. G. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. There were no items suggested by Council. H. Possible Continuation of Closed Meeting under Sections 551.071-551.086 of the Texas Open Meetings Act. Mayor Burroughs announced that Council would be going back into Closed Session. L Official Action on Closed Meeting Item(s) under Sections 551.071-551.086 of the Texas Open Meetings Act. There was no official action on Closed Meeting items. With no further business, the meeting was adjourned at 11:55 p.m. City of Denton City Council Minutes January 12, 2010 Page 15 MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 DEPARTMENT: Utility Administration UTILITIES ACM: Howard Martin, 349-8232 SUBJECT Consider approval of a resolution by the City Council of the City of Denton, Texas granting the City Manager authority to apply to the Texas Commission on Environmental Quality (`TCEQ") for an amendment to the City's Lake Lewisville Water Right - Permitting Indirect Wastewater Reuse; providing for an effective date. The Public Utilities Board Recommends approval (7-0). BACKGROUND Water Utilities staff have completed the preparation of an application to the Texas Commission on Environmental Quality (TCEQ) requesting a permit to reuse wastewater to augment current supplies. The permit is in the form of an amendment of the City's water right to include wastewater discharge in the yield of Lake Lewisville available for use. Texas Administrative Code 295.14 requires that an applicant be a duly authorized official as evidenced by a resolution granting that authority. Staff believes a resolution granting application authority to the City Manager or his designee allows for the greatest flexibility in completing the application. Expanding water supplies in Texas is a major legal challenge and administratively complex undertaking for all parties involved. Because the natural water yield of the Upper Trinity Basin has been completely appropriated, part of the focus of expansion over the past several years has shifted to the appropriation of rights for wastewater discharges. Over the past five years, many cities and water supply agencies have attempted to claim ownership of wastewater plant discharges and have applied to the TCEQ for water rights based upon their claim of ownership of these wastewater discharges. Impetus for Denton's reuse permit application came in 2006 when the City of Dallas applied for a reuse permit that included proposed importation of Dallas treated wastewater into both Lake Ray Hubbard and Lake Lewisville. Staff had concerns about this proposed reuse permit and inequities that existed within the current untreated water supply contract that Denton has with the City of Dallas and how Denton's wastewater was "shared" between Denton and Dallas based upon water right shares of the firm yield of Lake Lewisville (4.8165% to Denton and 95.1835% to Dallas). Staff was able to negotiate a significant improvement to this in exchange for Denton's withdrawal of their request for a contested case hearing of the Dallas reuse permit applications. Details of the arrangement are outlined in a SettlementAgreement between the City (?f Denton and City (?f Dallas Regarding Dallas'Application for Certificate ofAdjudication No. 08-2456E (attachment 1). Shortly thereafter, staff began work on the reuse permit application to formalize the terms of the SettlementAgreement. In 2006 PUB approved a Professional Services agreement with Booth, Ahrens & Werkinthin, P.C. (BAW), which has provided legal services to the City of Denton on water rights issues in the past and is familiar with our existing water rights and water supply contracts with Dallas and the UTRWD, to assist in the application process. BAW provided suggestions on the form of the application, insight on the process, and guidance on possible challenges to the applicaton. To ensure that the application process proceeded as smoothly as possible, a pre-application meeting was held with TCEQ staff in 2006 to provide a forum for staff questions and TCEQ concerns to be addressed. The resulting application packet consists of the application itself, supporting information describing Denton's current water rights and water and wastewater practices, a supplemental statement summarizing Denton's application goals to TCEQ staff, and a draft amendment to Denton's Lake Lewisville water right. The contents of the application packet are included as exhibit 2. Upon receipt of our application, TCEQ will check it for completeness, request additional information, and notify every water right holder in the Upper Trinity basin. We expect that the City of Dallas will file a protest so that it has a chance to formally review and comment on the application. There is a possibility that other protests will be lodged and if they cannot be satisfied the application will be subject to a contested case hearing, at which point the Professional Services Agreement with BAW will need to be extended to cover representation at the hearing. After the permit is issued, Denton will need to amend its existing water supply contract with the City of Dallas to reflect these changes. OPTIONS 1. Approve the resolution granting application authority to the City Manager or his designee. 2. Recommend desired changes to the resolution and request further information from staff regarding the application. I Reject the resolution and seek alternate water supplies outside of the TCEQ wastewater reuse permit process. RECOMMENDATION Staff recommends approval of the resolution granting application authority to the City Manager or his designee. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was presented to the Public Utility Board on January 11, 2010. The Board approved this item (7-0). FISCAL INFORMATION The Water Administration Division has existing funds available in the FY 2010 Budget to cover the application expenses. EXHIBITS 1. Settlement Agreement between the City of Denton and City of Dallas Regarding Dallas' Application for Certificate of Adjudication No. 08-2456E 2. Wastewater reuse permit application to TCEQ I Proposed resolution granting application authority to the City Manager or his designee. 4. PUB Minutes Respectfully submitted: Prepared by: Joel Nickerson Water Utilities Coordinator Timothy S. Fisher, P.E. 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R20 10- A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS GRANTING THE CITY MANAGER AUTHORITY TO APPLY TO THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY ("TCEQ") FOR AN AMENDMENT TO THE CITY'S LAKE LEWISVILLE WATER RIGHT - PERMITTING INDIRECT WASTEWATER REUSE; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas continually seeks to maintain and advance the security of its future water supply by a variety of means; and WHEREAS, one option to expand the water supply to the City is to indirectly reuse wastewater discharges by passing them through the receiving water body before they are again withdrawn; and WHEREAS, indirect wastewater reuse is recommended as a major water management strategy by the 2006 Region C Water Plan and the 2007 State Water Plan; and WHEREAS, indirect wastewater reuse is being pursued by every major water supplier in North Texas as a prudent and economical way to expand supply; and WHEREAS, the City of Denton owns the right to a significant amount of the storage and yield of Lake Lewisville, withdraws water under this right and discharges it again, and is entitled to apply for an amendment to that water right to allow for reuse of its wastewater discharge; and WHEREAS, City staff has prepared an application to the Texas Commission on Environmental Quality, attached hereto as Exhibit "A" which is substantially in the form of required by the TCEQ in order to amend its Lake Lewisville water right to permit indirect wastewater reuse; NOW THEREFOR THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY RESOLVES: SECTION 1. The City Council hereby authorizes and directs the City Manager, on behalf of the City of Denton, Texas, to have prepared, to sign, and to have filed all such documents before any administrative or judicial forums in the State of Texas, consistent with this resolution, which the City Manager determines to be reasonable and necessary to secure authorizations to amend the water rights of the City of Denton, Texas. SECTION 2. The City Manager is authorized and directed to provide for payment of all necessary regulatory and notice fees and expenses that are associated with the actions authorized herein. SECTION 3. The City Manager is hereby authorized and directed on behalf of the City of Denton, Texas, to take such other steps that the City Manager determines to be reasonable 1 and necessary to secure and enforce the rights of the City of Denton, Texas, consistent with this resolution. SECTION 4. This Resolution shall become effective immediately upon its passage. PASSED AND APPROVED this the day of February, 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY . I1 By: 2 Texas Commission on Environmental Qualit C i-u box 3 wts t , MC;-1 ou, Ausun, texas t o r I I -ovo r C Telephone (512) 239-4691, FAX (512) 239-4770 APPLICATION FOR AMENDMENT TO A WATER RIGHT TCEQ ~KJ RFOUTRTNCY MAILED AND PUBLISHED NOTTCF. FI NOT REDT7TRTNG MAILED AND PUBLISHED NOTICE Reference Texas Administrative Code § 295.158(b) or (c) Notice: This form will not be processed until all delinquent fees and/or penalties owed to the TCEQ or the Office of the Attorney General on behalf of the TCEQ are paid in accordance with the Delinquent Fee and Penalty Protocol. Customer Reference Number (if issued): CN 600358 980 Note: If you do not have a Customer Reference Number, complete section II of the Core Data Form (TCEQ-10400) and submit it with this application. Name: Tim Fisher, PP Address: 01A Texas Street Denton Texas 76209 Phone Number: 940-349-8910 Fax Number: 940-349-7334 Email Address: tim.fisher@citvofdenton.com 2. Applicant owes fees or penalties? f-I Yes I No If yes, provide the amount and the nature of the fee or penalty as well as any identifying number: 3. f-1 Permit No. Stream: Elm Fork Reservoir (present condition, if one exists): Lewi syi 11e County: r-x Certificate of Adjudication No. 08-2348 Watershed: Trinity River Denton 4. Proposed Changes To Water Right Authorizations: see attached summary (Attach additional page as necessary, attach map/plat depicting project location, diversion point, place of use, and other pertinent data). 5. 1 understand the Agency may require additional information in regard to the requested amendment before considering this application. 6. 11 have submitted the required fees herewith Name (sign) -rl 1,111 Na) - (Sections 295.131-295.139) Name (sign) Name (print) Subscribed and sworn to me as being true and correct before me this 0& -day of 2000 L- ,,,V PATTI KIM MANKIN • State of Texas _D.'aPubtlc, Notary Aires try Commission 2011 Notary Public, State of Texas ~~~'rn FebrualY Form TCEQ-10201 (revised 3108) Page 1 Supplemental Diversion Point Information Sheet Diversion Point No. 1 1) Watercourse: Hickory Creek arm of Lake Lewisville 2) Location of point of diversion at Latitude 33.107711 °N, Longitude 9 7 . 0 314 0 0°W, also, bearing S 8 5 . 2' W 1, 4 5 5 feet (distance) from the NE corner of the SA Jones Original Survey No. , Abstract No. 1598 , in Denton County, Texas. 3) Location from County Seat: 10 miles in a SE direction from Denton Denton County, Texas. Location from nearby town (if other than County Seat): miles in a direction from , a nearby town shown on county highway map. 4) Zip Code: 7 5 0 6 5 5) The diversion will be (check (V) all appropriate boxes and if applicable, indicate whether existing or proposed): Directly from stream Existing Proposed From an on-channel reservoir x From stream to an off-channel reservoir From a stream to an on-channel reservoir From an off-channel reservoir Other method (explain fully, use additional sheets if necessary) 6) Rate of Diversion (Check applicable provision): x 1. Diversion Facility: A.44, 800 Maximum gpm (gallons per minute) 1) 2 Number of pumps 2) centrifugal Type of pump 3) 22, 400 gpm, Pump capacity of each pump 4) Portable pump Yes or x No _2. If by gravity: A. Headgate Diversion Dam Maximum gpm B. Other method (explain fully - use additional sheets if necessary) 7) The drainage area above the diversion point is acres or 1, 660 square miles. Form TCEQ-10201 (revised 3109) Page 2 Supplemental Dam/Reservoir Information Sheet Dam (structure), Reservoir and Watercourse Data A. Type of Storage Reservoir (indicate by checking all applicable) x on-channel r' off-channel M existing structure - proposed structure* ~ exempt structure** Ir" FApplicant shall provide a copy of the notice that was mailed to each member of the governing body of each county and municipality in which the reservoir, or any part of the reservoir, will be located as well as copies of the certified mailing cards. 11 TWC Section 11.143 for uses of water for other than domestic, livestock, or fish and wildlife from an existing, exempt reservoir with a capacity of 200 acre-feet or less. Please complete Paragraph 6 below if proceeding under TWC 11.143. Date of Construction 1955 B. Location of Structure No. 1 1) Watercourse: Elm Fork of Trinity River 2) Location from County Seat: 22 miles in a NW direction from Dallas Dallas County, Texas. Location from nearby town (if other than County Seat): miles in a direction from , a nearby town shown on county highway map. 3) Zip Code: 7 5 0 5 7 4) The dam will be/is located in the Barksdale/ Haydon Original Survey No. , Abstract No144 1 in Denton 5) Station149+16. o2on the centerline of the dam is N4 6 . 51 E (distance) from the NE corner of Houston Survey No. , Abstract No. 597 in being at Latitude 33.069356.'N, Longitude 96. 964525 -W. C. Reservoir: Original County, Texas, also 1) Acre-feet of water impounded by structure at normal maximum operating level: 981, 763 2) Surface area in acres of reservoir at normal maximum operating level: 39, 168 D. The drainage area above the dam is _ acres or 1, 660 square miles. E. Other: 1) If this is a U.S. Natural Resources Conservation Service (NRCS) (formerly Soil Conservation Service (SCS)) floodwater-retarding structure, provide the Site No. and watershed project name 2) Do you request authorization to close the "ports" or "windows" in the service spillway? Yes ixI No County, Texas. (bearing), 768 feet Form TCEQ-10201 (revised 3/09) Page 3 Supplemental Discharge Point Information Sheet Discharge Point No. or Name: Pecan Creek WRP 1) Select the appropriate box for the source of water being discharged: ix Treated effluent L Groundwater L Other 2) Location of discharge point will be/is at Latitude 33 . 19624 ° N, Longitude 9 7 . 0 7 2 0 3 3 °W, also bearing S57 . 2, E 4 , 38 6 feet from the NW corner of the Gideon Walker Original Survey No. , Abstract No. 1330, in Denton County, Texas. What method was used to determine the Latitude and Longitude for the discharge point? (i.e., GPS Unit, USGS 7.5 Topographic Map, etc.) aerial imagery and GIS 3) Location from County Seat: 4 miles in a SE direction from Denton Denton County, Texas. Location from nearby town (if other than County Seat): miles in a direction from a nearby town shown on county highway map. 4) Zip Code: 76208 5) Water will be discharged into Pecan Creek stream/reservoir, (tributaries) Elm Fork Trinity Basin. 6) Water will be discharged at a maximum rate of cfs ( 31,994 gpm). 7) The amount of water that will be discharged is 2 3 , 52 3 acre-feet per year. 8) The purpose of use for the water being discharged will be municipal 9) Additional information required: For groundwater 1. Provide water quality analysis and 24 hour pump test for the well if one has been conducted. 2. Locate and label the groundwater well(s) on a USGS 7.5 Minute Topographic Map 3. Provide a copy of the groundwater well permit if it is located in a Groundwater Conservation District. 4. What aquifer the water is being pumped from? For treated effluent 1. What is the TPDES Permit Number? Provide a copy of the permit. TPDES WQ0010027003 attached 2. Provide the monthly discharge data for the past 5 years. attached 3. What % of treated water was groundwater, surface water? 100% surface 4. If any original water is surface water, provide the base water right number. Cert 08-2348 Form TCEQ-10201 (revised 3/09) Page 4 Supplemental Discharge Point Information Sheet Discharge Point No. or Name: Clear Creek WRP 1) Select the appropriate box for the source of water being discharged: Treated effluent L Groundwater L Other 2) Location of discharge point will be/is at Latitude 3 3. 2 8 0 9 5 6° N, Longitude 9 7. 0 7 7 3 7 8 oW also bearing S 4 5 . 11 E 3 , 7 5 0 feet from the NW corner of the J_ Douthi t t Original Survey No. , Abstract No. 32 9 , in Denton County, Texas. What method was used to determine the Latitude and Longitude for the discharge point? (i.e., GPS Unit, USGS 7.5 Topographic Map, etc.) aerial photography and GIS 3) Location from County Seat: 5 • 6 miles in a NE direction fro m Denton Denton County, Texas. Location from nearby town (if other than County Seat): miles in a direction from a nearby town shown on county highway map. 4) Zip Code: 76208 5) Water will be discharged into Clear Creek stream/reservoir, (tributaries) Elm Fork Trinity Basin. 6) Water will be discharged at a maximum rate of cfs ( 2 , 63 9 gpm) 7) The amount of water that will be discharged is 1, 064 acre-feet per year. 8) The purpose of use for the water being discharged will be municipal 9) Additional information required: For groundwater 1. Provide water quality analysis and 24 hour pump test for the well if one has been conducted. 2. Locate and label the groundwater well(s) on a USGS 7.5 Minute Topographic Map 3. Provide a copy of the groundwater well permit if it is located in a Groundwater Conservation District. 4. What aquifer the water is being pumped from? For treated effluent 1. What is the TPDES Permit Number? Provide a copy of the permit. TPDES WQ0014416001 attached 2. Provide the monthly discharge data for the past 5 years. not yet constructed 3. What % of treated water was groundwater, surface water? 4. If any original water is surface water, provide the base water right number. Cert 08-2348 Form TCEQ-10201 (revised 3/09) Page 4 Draft - 12/18/09 APPLICATION BY CITY OF DENTON TO AMEND CERTIFICATE OF ADJUDICATION No. 08-2348 BED AND BANKS REUSE SUPPLEMENTAL STATEMENT City of Denton ("Denton") owns Certificate of Adjudication No. 08-2348, which authorizes diversion and use of water for municipal and domestic purposes and establishes a diversion point on Lake Lewisville, among other things. By this application to amend Certificate of Adjudication No. 08-2348, Denton seeks all authorization necessary to identify, convey by bed and banks, and use a quantity of Denton Return Flows, diverted from the existing permitted diversion point on the perimeter of Lake Lewisville, not to exceed 13,497 acre-feet of water per year exclusive of any channel losses or other deductions of flow, for municipal and domestic purposes. "Denton Return Flows," as that term is used for purposes of this application, are historic and future return flows discharged from Denton's Pecan Creek Wastewater Treatment Plant ("WWTP") (Permit No. WQ0010027003) and Denton's Clear Creek WWTP (Permit No. WQ0014416001), which return flows originate from the City's permitted water supplies in Lake Lewisville (Certificate of Adjudication No. 08-2348) and Lake Ray Roberts (Certificate of Adjudication No. 08-2335), as these certificates may be amended from time to time. Clear Creek WWTP currently has a permitted discharge of 0.95 million gallons per day (MGD), and Pecan Creek WWTP has a permitted discharge of 21 MGD. Denton proposes to convey Denton Return Flows, by bed and banks, from the treatment plant discharge points to its existing point of diversion on Lake Lewisville. At this time, Denton believes that bed and banks conveyance will be through Pecan Creek and Clear Creek, tributaries of the Elm Fork Trinity Denton Application to Amend CA 08-2348 Page 1 of 3 Draft - 12/18/09 River; the Elm Fork Trinity River, tributary of the Trinity River; and Lake Lewisville. Denton Return Flows will be diverted at a maximum rate that, in combination with existing permitted diversions, does not exceed one hundred (100) cubic feet per second. Denton's Return Flows will be diverted as soon as they are conveyed and will not be stored. Denton proposes that a special condition be included in the requested authorization such that actual diversions of Denton Return Flows from Lake Lewisville will be limited to the lesser of (1) fifty percent (50%) of Denton's actual discharges and (2) an annual average of twelve and five hundredths (12.05) MGD, with a total diversion not to exceed 13,497 acre feet per year. The requested special condition originates in an agreement ("Settlement Agreement"), executed on September 1, 2006, whereby Denton and the City of Dallas ("Dallas") formalized certain understandings regarding Denton's future use of Denton Return Flows and Denton agreed to withdraw its protest of Dallas's Application for Certificate of Adjudication No. 08-2456E. The Settlement Agreement evinces Dallas's consent to use Lake Lewisville for conveyance and diversion of Denton Return Flows. Daily accounting will be maintained in an electronic spreadsheet that includes discharges of effluent from each WWTP referenced in this supplemental statement; all diversions of water by Denton from Lake Lewisville; and implementation of special permit conditions applicable to Denton's conveyance, diversion, and use of Denton Return Flows. Given the amount of Denton Return Flows left undiverted in the reach of the Trinity River Basin affected by this application, Denton does not anticipate any negative impact to instream uses, to bay and estuary inflows, or to water quality. Denton Application to Amend CA 08-2348 Page 2 of 3 Draft - 12/18/09 Denton believes its requested amendment for bed and banks reuse of Denton Return Flows is consistent with regional and state water supply planning. Recommended water management strategies for Denton in the State Water Plan include existing supplies, indirect and direct reuse, purchased wholesale water from Dallas, and water conservation, although some redistribution of supply among indirect reuse and purchased water and other strategies can be expected to occur over time due to the vagaries of forecasting. Denton has timely submitted all required conservation and drought contingency plans. Denton's water conservation plan was most recently approved on June 2, 2009, and is of record with the agency. Denton continues to pursue water conservation through a variety of efforts outlined in that plan. The following exhibits are included with this Supplemental Statement. • Exhibit 1 depicts the location of the Pecan Creek and Clear Creek WWTPs, locations and distances for bed and banks conveyance, and the location of diversion on Lake Lewisville. • Exhibit 2 is Denton's proposed accounting plan. • Exhibit 3 is the Settlement Agreement Between City of Denton and City of Dallas Regarding Dallas' Application for Certificate of Adjudication No. 08-2456E. • Exhibit 4 is a draft amendment to Certificate of Adjudication 08-2348 attached for illustrative purposes only Denton Application to Amend CA 08-2348 Page 3 of 3 APPLICATION BY CITY OF DENTON TO AMEND CERTIFICATE OF ADJUDICATION NO. 08-2348 BED AND BANKS REUSE SUPPLEMENTAL STATEMENT City of Denton ("Denton") owns Certificate of Adjudication No. 08-2348, which authorizes diversion and use of water for municipal and domestic purposes and establishes a diversion point on Lake Lewisville, among other things. By this application to amend Certificate of Adjudication No. 08-2348, Denton seeks all authorization necessary to identify, convey by bed and banks, and use a quantity of Denton Return Flows, diverted from the existing permitted diversion point on the perimeter of Lake Lewisville, not to exceed 13,497 acre-feet of water per year exclusive of any channel losses or other deductions of flow, for municipal and domestic purposes. "Denton Return Flows," as that term is used for purposes of this application, are historic and future return flows discharged from Denton's Pecan Creek Wastewater Treatment Plant ("WWTP") (Permit No. WQ0010027003) and Denton's Clear Creek WWTP (Permit No. WQ0014416001), which return flows originate from the City's permitted water supplies in Lake Lewisville (Certificate of Adjudication No. 08-2348) and Lake Ray Roberts (Certificate of Adjudication No. 08-2335), as these certificates may be amended from time to time. Clear Creek WWTP currently has a permitted discharge of 0.95 million gallons per day (MGD), and Pecan Creek WWTP has a permitted discharge of 21 MGD. Denton proposes to convey Denton Return Flows, by bed and banks, from the treatment plant discharge points to its existing point of diversion on Lake Lewisville. At this time, Denton believes that bed and banks conveyance will be through Pecan Creek and Clear Creek, tributaries of the Elm Fork Trinity Denton Application to Amend CA 08-2348 Page 1 of 3 River; the Elm Fork Trinity River, tributary of the Trinity River; and Lake Lewisville. Denton Return Flows will be diverted at a maximum rate that, in combination with existing permitted diversions, does not exceed one hundred (100) cubic feet per second. Denton's Return Flows will be diverted as soon as they are conveyed and will not be stored. Denton proposes that a special condition be included in the requested authorization such that actual diversions of Denton Return Flows from Lake Lewisville will be limited to the lesser of (1) fifty percent (50%) of Denton's actual discharges and (2) an annual average of twelve and five hundredths (12.05) MGD, with a total diversion not to exceed 13,497 acre feet per year. The requested special condition originates in an agreement ("Settlement Agreement"), executed on September 1, 2006, whereby Denton and the City of Dallas ("Dallas") formalized certain understandings regarding Denton's future use of Denton Return Flows and Denton agreed to withdraw its protest of Dallas's Application for Certificate of Adjudication No. 08-2456E. The Settlement Agreement evinces Dallas's consent to use Lake Lewisville for conveyance and diversion of Denton Return Flows. Daily accounting will be maintained in an electronic spreadsheet that includes discharges of effluent from each WWTP referenced in this supplemental statement; all diversions of water by Denton from Lake Lewisville; and implementation of special permit conditions applicable to Denton's conveyance, diversion, and use of Denton Return Flows. Given the amount of Denton Return Flows left undiverted in the reach of the Trinity River Basin affected by this application, Denton does not anticipate any negative impact to instream uses, to bay and estuary inflows, or to water quality. Denton Application to Amend CA 08-2348 Page 2 of 3 Denton believes its requested amendment for bed and banks reuse of Denton Return Flows is consistent with regional and state water supply planning. Recommended water management strategies for Denton in the State Water Plan include existing supplies, indirect and direct reuse, purchased wholesale water from Dallas, and water conservation, although some redistribution of supply among indirect reuse and purchased water and other strategies can be expected to occur over time due to the vagaries of forecasting. Denton has timely submitted all required conservation and drought contingency plans. Denton's water conservation plan was most recently approved on June 2, 2009, and is of record with the agency. Denton continues to pursue water conservation through a variety of efforts outlined in that plan. The following exhibits are included with this Supplemental Statement. • Exhibit 1 depicts the location of the Pecan Creek and Clear Creek WWTPs, locations and distances for bed and banks conveyance, and the location of diversion on Lake Lewisville. • Exhibit 2 is Denton's proposed accounting plan. • Exhibit 3 is the Settlement Agreement Between City of Denton and City of Dallas Regarding Dallas' Application for Certificate of Adjudication No. 08-2456E. • Exhibit 4 is a draft amendment to Certificate of Adjudication 08-2348 attached for illustrative purposes only Denton Application to Amend CA 08-2348 Page 3 of 3 DRAFT MINUTES PUBLIC UTILITIES BOARD January 11, 2010 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas was present, the Chair of the Public Utilities Board thereafter convene into an Open meeting on Monday, January 11, 2010 at 9:02 a.m. in the Service Center Training Room, City of Denton Service Center, 901-A Texas Street, Denton, Texas. Present: Chair Dick Smith, Bill Cheek, Phil Gallivan, John Baines, Randy Robinson, Bill Grubbs and Barbara Russell Ex Officio Members: George C. Campbell, City Manager Howard Martin, ACM Utilities OPEN MEETING: ITEMS FOR INDIVIDUAL CONSIDERATION: 10) Consider a resolution authorizing the City Manager or his designee to represent the City in its application for a wastewater reuse permit before the Texas Commission on Environmental Quality. Tim Fisher, Assistant Director of Water Utilities, stated this is a procedural process and that staff is making an amendment to the City's water right through the TCEQ. The permit is in the form of an amendment of the City's water right to include wastewater discharge in the yield of Lake Lewisville available for use. Fisher then stated that expanding water supplies in Texas is a major legal challenge and because the natural water yield of the Upper Trinity Basin has been completely appropriated, part of the focus of expansion over the past several years has shifted to the appropriation of rights for wastewater discharges. Fisher stated that Denton's reuse permit application came in 2006 when the City of Dallas applied for a reuse permit that included proposed importation of Dallas treated wastewater into both Lake Ray Hubbard and Lake Lewisville. Staff had concerns about this proposed reuse permit and inequities that existed within the current untreated water supply contract that Denton has with the City of Dallas and how Denton's wastewater was "shared" between Denton and Dallas based upon water right shares of the firm yield of Lake Lewisville (4.8165% to Denton and 95.1835% to Dallas). Staff was able to negotiate a significant improvement to this in exchange for Denton's withdrawal of their request for a contested case hearing of the Dallas reuse permit applications. The resulting application packet consists of the application itself, supporting information describing Denton's current water rights and water and wastewater practices, a supplemental statement summarizing Denton's application goals to TCEQ staff, and a draft amendment to Denton's Lake Lewisville water right. Draft Minutes of the Public Utilities Board meeting January 11, 2010 Page 2 of 2 Upon receipt of our application, TCEQ will check it for completeness, request additional information, and notify every water right holder in the Upper Trinity basin. We expect that the City of Dallas will file a protest so that it has a chance to formally review and comment on the application. There is a possibility that other protests will be lodged and if they cannot be satisfied the application will be subject to a contested case hearing, at which point the professional Services Agreement with BAW will need to be extended to cover representation at the hearing. After the permit is issued, Denton will need to amend its existing water supply contract with the City of Dallas to reflect these changes. Board Member Gallivan questioned that this was being done to better define what the City's rights are. Fisher replied that staff is trying to amend the City's water rights in order for the City to maintain a stakeholder claim on a portion of its discharge consistent with its agreement with the City of Dallas. ACM Martin noted that the City's raw water contract with Dallas will be renegotiated in 2015. Board Member Robinson moved to approve Item 10 with a second from Board Member Grubbs. The motion was approved by a 7-0 vote. The meeting was adjourned by consensus at 9:45 a.m. This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 DEPARTMENT: Airport _-Wn~ CM/DCM/ACM: Howard Martin, Assistant City Manager SUBJECT: Consider approval of a resolution authorizing the City Manager to execute a lease between the City of Denton and the Federal Aviation Administration for land at the Denton Municipal Airport for the Medium Intensity Approach Lighting System with Runway Alignment (MALSAR), Localizer (LOC), Glide Slope (GS) and Automated Surface Observing System (ASOS); and, providing an effective date. The Airport Advisory Board recommends approval (7-0). BACKGROUND: The FAA has installed and operates four (4) navigational aid facilities at Denton Airport. Each of the locations where these facilities are installed has an existing, no-cost ground lease approved for the FAA. As explained in detail in the attached letter from the Contracting Officer for the Southwest Region Logistics Service Area for FAA, a new administrative procedure is proposed in order to simplify the local authorization for ongoing operation of these NAVAID facilities. The use of a Memorandum of Agreement (MOA) in place of specific ground leases has been reviewed by the FAA national legal counsel and this procedure is implemented at various other airports. The City of Denton Legal Department has reviewed the proposed MOA and approved it as to form. The Airport will benefit from implementation of this MOA by a consolidation of four existing leases into one agreement which will allow relocation of the NAVAID facilities to accommodate pending construction of a runway extension without having to prepare a land survey and specific leases for each facility relocation. RECOMMENDATIONS: The Airport Advisory Board recommends approval of the resolution. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was presented to the Airport Advisory Board on January 13, 2010. The Board approved this item (7-0). EXHIBITS 1. Resolution 2. MOA Number DTFASW-I0-L-00152; 3. List of NAVAID facilities (attachment to MOA); 4. Excerpt from Airport Advisory Board minutes regarding approval of the MOA. Respectfully submitted: Quentin Hix Airport Manager s:\our documents\resolutions114\airport faa mou.doc RESOLUTION A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE BETWEEN THE CITY OF DENTON AND THE FEDERAL AVIATION ADMINISTRATION FOR LAND AT THE DENTON MUNICIPAL AIRPORT FOR THE MEDIUM INTENSITY APPROACH LIGHTING SYSTEM WITH RUNWAY ALIGNMENT (MALSAR), LOCALIZER (LOC), GLIDE SLOPE (GS) AND AUTOMATED SURFACE OBSERVING SYSTEM (ASOS); AND, PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Manager is hereby authorized to execute a lease between the City of Denton and the Federal Aviation Administration for land at the Denton Municipal Airport for the Medium Intensity Approach Lighting System with Runway Alignment (MALSAR), Localizer (LOC), Glide Slope (GS) and Automated Surface Observing System (ASOS), a copy of which is attached hereto and incorporated by reference herein. SECTION IL This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY J BY: wo-~ FEDERAL AVIATION ADMINISTRATION MEMORANDUM OF AGREEMENT Agreement Number DTFASW-I0-L-04152 This agreement is made and entered into by the Denton Municipal Airport, hereinafter referred to as Airport, for itself, its successors and assigns, and the Federal Aviation Administration, hereinafter referred to as the FAA. WITNESSETH WHEREAS, the parties listed above have entered into an Airport Improvement Grant Agreement; and WHEREAS, the parties listed above have entered into an agreement providing for the construction, operation, and maintenance of FAA owned navigation, communication and weather aids for the support of Air Traffic Operations; and WHEREAS, the parties consider it desirable to work in cooperation with each other in the technical installation and operation of air navigational aids; and WHEREAS, both parties agreed the establishment, operation, and maintenance of systems for air traffic control, navigation, communication, and weather reporting is in the primary interest of safety and direct support of the ongoing operation of the Denton Municipal Airport. NOW, THEREFORE, the parties mutually agree as follows: 1. TERMS AND CONDITIONS: It is mutually understood and agreed that the Airport requires FAA navigation aid facilities in order to operate their business and that the FAA requires navigation, communication and weather aid facilities at the Airport in order to support Air Traffic Operations. Thus, in the interest of both parties it is hereby agreed that the Airport will allow the FAA to construct, operate, and maintain FAA owned navigation, communication and weather aid facilities in areas on the Airport that have been mutually determined and agreed upon for the term commencing on October 1, 2009 and continuing through September 30, 2029. The FAA can terminate this agreement, in whole or part at anytime by giving at least (60) day's notice in writing. Said notice shall be sent by certified or registered mail. (a) Together with a right-of-way for ingress to and egress from the premises; a right-of-way for establishing and maintaining pole lines or under ground lines for extending electrical power and/or telecommunications lines to the premises; including a right-of-way for subsurface power, communication and/or water lines to the premises; all right-of-ways to be over the area referred to as Denton Municipal Airport, to be routed reasonably determined to be the most convenient to the FAA and as not to interfere with Airport operations. The Airport shall have the right to review and comment on plans covering access and utility rights-of-way under this paragraph. (b) And the right to grading, conditioning, and installing drainage facilities, and seeding the soil of the premises, and the removal of all obstructions from the premises which may constitute a hindrance to the establishment and maintenance of navigational aid systems. MOA Lease No. DTFASW-I O-L-00152 Denton Municipal Airport Denton, Texas The Airport shall have the right to review and comment on plans covering work permitted under this paragraph. (c) And the rights to make alterations attach fixtures, and erect additions, structures or, signs, in direct support of the Airport. The Airport shall have the right to review and comment on plans covering work permitted under this paragraph. (d) And the right to park, without cost, all official and privately owned vehicles used for the maintenance and operation of the air navigational facilities. Parking shall be provided adjacent to the navigational aid facility or as near as possible without interfering with the operation of the Airport. 2. CONSIDERATION: The FAA shall pay the Airport no monetary consideration, it is mutually agreed that the rights extended to the FAA herein are in consideration of the obligations assumed by the FAA in its establishment, operation, and maintenance of navigational aid facilities upon the premises. 3. PURPOSE: It is understood and agreed that the use of the herein described premises, known as, Denton Municipal Airport shall be related to the FAA's activities in support of Air Traffic operations. 4. FAA FACILITIES: The FAA facilities covered by this agreement are identified on the most current approved Airport Layout Plan (ALP) and/or other pertinent drawings that are made a part of this agreement by reference and shown on the attached FAA "List of Facilities". 5. TITLE TO 114PROVEMENTS: Title to the improvements constructed for use by the FAA during the life of this agreement shall be in the name of the FAA. 6. HAZARDOUS SUBSTANCE CONTAMINATION: The FAA agrees to remediate, at its sole cost, all hazardous substance contamination on the FAA facility premises that is found to have occurred as a direct result of the installation, operation, relocation and/or maintenance of the FAA's facilities covered by this agreement. The Airport agrees to remediate or have remediated at its sole cost, any and all other hazardous substance contamination found on the FAA facility premises. The Airport also agrees to save and hold the U. S. Government harmless for any and all costs, liabilities and/or claims by third parties that arise out of hazardous contamination found on the FAA facility premises that are not directly attributable to the installation, operation and/or maintenance of the facilities on the attached FAA "List of Facilities." 2 MOA Lease No. DTFASW-I0-L-00152 Denton Municipal Airport Denton, Texas 7. INTERFERENCE WITH FAA OPERATIONS: The Airport agrees not to erect or allow to be erected any structure or obstruction of whatsoever kind or nature within the Airport's boundaries that may interfere with the proper operation of the navigational aid facilities installed by the FAA, as it is not in the best interest of the Airport or the FAA. 8. FUNDING RESPONSIBILITY FOR FAA FACILITIES: The Airport agrees that any relocation, replacement, or modification of any existing or future FAA's navigational aid systems made necessary by Airport improvements or changes, which interferes with the technical and/or operational characteristics of the facility, will be at the expense of the Airport, with the exception of any such improvements or changes which are made at the request of the FAA. In the event such relocations, replacements, or modifications are necessary due to causes not attributable to either the Airport or the FAA, funding responsibility shall be determined by mutual agreement between the parties. 9. NON-RESTORATION: It is hereby agreed between the parties, that upon termination of its occupancy, the FAA shall. have no obligation to restore and/or rehabilitate, either wholly or partially, the property which is the subject matter of this agreement. It is further agreed that the FAA may abandon in place any or all of the structures and equipment installed in or located upon said property by the FAA during its tenure. Such abandoned equipment shall become the property of the Airport. 10. NOTICES: All notices/correspondence shall be in writing, reference the Agreement number, and be addressed as follows: Lessor: City of Denton, TX 215 E. McKinney Denton, TX 76201 Government: Federal Aviation Administration Real Estate & Utilities Group, ASW-S3 2601 Meacham Blvd. Fort Worth, TX 76137 11. PREVIOUS LEASE(S)/AGREEMENT(S): Upon commencement, this agreement supersedes and hereby terminates Lease number DTFA07-92-L-01005, TFA07-99-L-0 1007, DTFA07-00-L-00620 and DTFASW-05-L-00140. 12. THE FOLLOWING CLAUSES ARE INCORPORATED BY REFERENCE: The full text of these clauses can be found via Internet at Land On-Airport Lease (.http://fasteditapp.faa.gov/ams/do_action) 1. OFFICIALS NOT TO BENEFIT 2. COVENANT AGAINST CONTINGENT FEES 3 MOA Lease No. DTFASW-I0-L-00152 Denton Municipal Airport Denton, Texas 3. ANTI-KICKBACK 13. SIGNATURES: The Airport and the FAA hereby agree to the provisions outlined in this agreement as indicated by the signatures herein below of their duly authorized representative (s). This agreement is effective upon the date of signature by the last party thereof. DENTON MUNICIPAL AIRPORT By: Title: UNITED STATES OF AMERICA, FEDERAL AVIATION ADMINISTRATION By: S W~ ~ d& C'Z Jana C. Blanco Title: Contracting Officer Date: APPROVED AS TO FORM: CITY ATTORNEY CITY OF DENTON, TEXAS z BY: Date: ITS Ur / 4 MOA Lease No. DTFASW-I0-L-00152 Denton Municipal Airport Denton, Texas List of Facilities Effective Date: October 1, 2009 MEMORANDUM OF AGREEMENT DTFASW-10-L-00152 DENTON MUNICIPAL AIRPORT Number Facility R/W Number GSA Control Comments Number Facility site, equipment shelter, restricted critical 1 MALSR 17 48574 area, access road Antenna site, equipment shelter site, restricted 2 LOC 17 (DTO) 48582 critical areas access road Facility equipment shelter site, restricted critical 3 GS 17 48583 area Sensor group site & ACU located in the ATCT 4 ASOS 17 48120 equipment room 1 i 9 Excerpt from DRAFT Airport Advisory Board Minutes for January 13, 2010 V. Receive a report, hold a discussion and take appropriate action regarding a memorandum of agreement requested by the Federal Aviation Administration (FAA) for Airport land sites and easements for existing navigational aid (NAVAID) facilities operated by the FAA. Mr. Hix explained the four (4) leases for navigational aid facilities that are currently in effect between the City of Denton and the Federal Aviation Administration (FAA). Airport Management received a request from the FAA to replace ground leases with a memorandum of agreement. City of Denton Attorney has looked over the memorandum of agreement and approved it as to form. Airport Management recommends the replacement of individual ground leases with the proposed memorandum of Agreement. Mr. Brewer recommends a motion to accept the memorandum of agreement. Dr. Smith seconded the motion. Motion carried 7-0 AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 DEPARTMENT: Airport ACM: Howard Martin, 349-8232 SUBJECT: Consider adoption of an ordinance of the City of Denton, Texas approving the issuance of an estoppel certificate to Sykes-Vaughn Investments LLC and Western Petroleum Company; and providing and effective date. The Airport Advisory Board recommends approval (7-0). BACKGROUND: The City of Denton has been requested by Western Petroleum Company (Western) to provide an estoppel certificate (estoppel) that allows Western to take possession of two above-ground fuel tanks to be constructed at Denton Airport should Sykes-Vaughn Investment, LLC / U. S. Aviation Group default on a loan to finance construction their fuel farm. The tanks will be one 12,000 gallon tank for 100 LL fuel and one 12,000 gallon Aviation Jet Fuel tank. This estoppel is unique from those approved by the City in the past for mortgage loans to construct airplane hangars in that the right conferred on the lender is not just to assume the ground lease on which the improvement stands, but, to actually foreclose liens on the tanks and take possession of the equipment in order to sell it. The ground improvements, such as the concrete containment area, are not included in the estoppel. Once the loan is repaid by Sykes-Vaughn over a maximum ten year term, the ground lease provides for reversion to the Airport of all improvements after the 30 year lease term. Western Petroleum Company will be the fuel supplier for Sykes-Vaughn. PRIOR ACTION/REVIEW (Council, Boards, Commissions): This item was presented to the Airport Advisory Board on January 13, 2010. The Airport Advisory Board recommends approval of the estoppel certificate (7-0). RECOMMENDATIONS: Airport Staff considers the estoppel to be appropriate for the purpose of achieving the investment in a new fuel farm at Denton Airport. The form of the estoppel has been approved by the Legal Department. Staff recommends approval of the requested estoppel for Western Petroleum as lender to Sykes-Vaughn Investment, LLC / U. S. Aviation Group. The Airport Advisory Board recommends approval of the estoppel certificate by 7-0 vote. EXHIBITS 1. Ordinance to approve the requested estoppel 2. Estoppel certificate for Western Petroleum Company 3. Attachment to estoppel certificate showing fuel farm construction. 4. Excerpt from DRAFT minutes of Airport Advisory Board meeting on January 13, 2010 Respectfully submitted: Quentin Hix Airport Manager llcodadldepartmentsliegallour documentslordinances1101lease estoppel sylces-vaughn.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING THE ISSUANCE OF AN ESTOPPEL CERTIFICATE TO SYKES-VAUGHN INVESTMENTS LLC AND WESTERN PETROLEUM COMPANY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on March 1, 2009 the City of Denton, Texas (hereinafter the "City") entered into that certain Airport Lease Agreement with Sykes-Vaughn Investments L. L.C. ("Sykes- Vaughn") at the Denton Municipal Airport dated March 1, 2009 ("Lease"); and WHEREAS, Sykes-Vaughn has requested the City issue an Estoppel Certificate with it and Western Petroleum Company ("Western") to facilitate the financing of improvements to be constructed by Sykes-Vaughn under the Lease; and WHEREAS, at its meeting of January 13, 2010 the Airport Advisory Board recommended that the City Council approve the Estoppel Certificate; and WHEREAS, the City Council deems it in the public interest to issue an Estoppel Certificate to Sykes-Vaughn and Western, which will amend the Lease and will further facilitate the financing of the improvements to be constructed by Sykes-Vaughn under the Lease; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to issue an Estoppel Certificate to Sykes-Vaughn and Western that will amend the Lease, said lease being attached hereto as Exhibit A and made a part of this ordinance, substantially in the form of the Lease Estoppel, Exhibit B which is attached to and made a part of this Ordinance for all purposes. SECTION 2. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12010. MARK A. BURROUGHS, MAYOR ATTEST: Page 1 llcodadldepartments\lcgallour documentslordinances\l01lease estoppel sykes-vaughn.doc JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 Exhibit A k0&d*P&" ftyePkw doMMwt&MhnwwVM9w aviation group or mum Ir1. m dw ORDINANCE NO. AN ORDINANCE APPROVING THE TERMINATION OF THAT CERTAIN LEASE OF AIRPORT PROPERTY BETWEEN. THE CITY OF DENTON, TEXAS, AND SYKES- VAUGHAN INVESTMENTS (US AVIATION GROUP); AUTHORIZING THE CITY MANAGER TO EXECUTE A FIXED BASED OPERATOR AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND US AVIATION GROUP WHICH INCLUDES AMONG OTHER PROVISIONS THE RIGHT TO SELL AVIATION FUEL TO THE PUBLIC FOR A FIVE-PERCENT FUEL FLOW FEE, PROVIDE COMMERCIAL HANGAR AND TEE-DOWN SERVICE AND THE EXPANSION OF THE US AVIATION GROUP LEASEHOLD BY APPROXIMATELY 168,000 SQUARE FEET; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Lessor now owns, controls and operates the Denton Municipal Airport (the "Airport"} in the City of Denton, County of Denton, State of Texas; and WHEREAS, Lessee is the current lessee pursuant to that certain assignment dated February 19, 2002 approved by Ordinance No. 2002-044 and of that certain Airport Lease Assignment dated January 17, 2006 and approved by Ordinance 2006-421 and of that certain Airport Lease Assignment dated July 1, 2008 and approved by Ordinance 200$-229 WHEREAS, Lessee and Lessor desire to enter into this Lease Agreement (sometimes called this "Lease Agreement", "Agreement", or "Lease) in order to supersede the Existing Lease subject to the terms and conditions contained in this Agreement; and WHEREAS, pursuant to this Agreement Lessee is also leasing those certain partrels or tracts of land depicted as Parcels A. B, C, D, E and F on Attachment A attached hereto and made a part hereof by reference; WHEREAS, the Ciiy Council deems it in the public interest to supersede the existing US Aviation Group Lease and enter in to a Fixed Base Operator Airport Lease Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble 'of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The US Aviation Group Lease, as described above, is hereby terminated and the City Manager or his designee is hereby authorized to notify the Lessee, US Aviation Group of the termination in accordance with the requirements of the Lease and to take all actions necessary to effectively terminate this Lease, SECTION 3. The City Manager or his designee is hereby authorized to execute a fixed base operator commercial lease agreement with US Aviation Group in substantially the form of the assignment attached to and made a part of this Ordinance for all purposes. SECTION 4. This Ordnance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of. , 2009. A. BUMOVO MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ,n, V 0 APPROVED AS TO LEGAL FORM. ANITA BURGESS, CITY ATTORNEY r* BY: Page 2 of 2 I'l-, 1I .viers vMkaab ]?r2M gAdoa AIRPORT LEASE AGREEMENT FDMD BASED OPERATOR This Least Anent is made and executed to be effective as of the First day of Mare, 2009 (the "Effe Live Date') at Denton, Texas, by and between the City of Denton, Texas, a mtmicipal corporation, heeinafter ref n-ed to as "fir", and Sys-Vaaugbau tztvest@ents, a Texas limited liability company, der referred to as "Lessee". WHEREAS, Lessor now owns, controls and operates the Demon M-Mapai Airport (the "Airport") in the City of Denton, County of Denton, State of Ted and WHEREAS, Lessee is the current Lessee pensvan1 to that certain assigmheat dated February 19, 2002 approved by Ordinance No. 2002-044 and of that certain Airport Lease Assignment dated January 17, 2006 and gvmved by Ordinance 2006-021and of tat cep Airport Least Assignment dated July 1, 2008 and approved by Ordinary 2008-229 WHEREAS, Lessee and Lessor desire to enter into this Lease Ant (sometimes called this "Lease Agieement" , "Agceenmt", or "Lease-) im order to supersede the 5isting Lease subject to the terms and conditions ooh in this Agreement; and WHEREAS, FZMEMt to this Agreement, Lessee is also leasing those certain parcels or tracts of land depicted as parcels A, B, C, D, E and F on AM&mcW A attached heeoo and made a pmt hereof by reference; NOW, THMUORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, tl-r, patties agme as follows: I:. COMMIONS OF LEASE AGREEMENT NOT9i=TANDING ANY LANGUAGE TO THE CONTRARY HEREINAFfER- CONTAIIgED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION SHALL BE BINDING. A. PRINCIPLES OF OPERATIONS. The right to conduct aeronmAical and related activities for fiMASYag services to the public. is granted to Lessee subject to Lmsee mod: 1. To himish said services on a fair, equal and not unjustly disc aimin~nzy basis to all users t wwA and , 2. To charge fail masonable and not unjustly discriminatory Prices for each unit or service; provided, that Lessee may be allowed to make reasonable and nondismim~ discounts, rebates, or other similar typos of price reductions to volume pvrci mars. B. NON-DISGtIlMATION: Lessee, for itself, its Msonai re rest, Successors, and assigns, as a put of the consideration here does hereby covenant and agree as a cwt reaming with the land that: 1: No person on the grounds of ewe, reh&n, color, sex, or national origin shall be excluded from participation in, denied the benefits 4 or be otherwise subjected to won in the use of said fames; 2. In the construction of any improvements on, over, or under such land and the fianishing of services thereon, no person on the grounds of race, religion, color, sex, or national origin shall be owhrded firm participation in, denied the benefits of, er otherwise be subjected to discrimination; - 3. Lessee shall use the premises in compliance with all other rr p&ements kaposed by or pursuant to T"rdr. 43, Code of Federal Rqulatiovs, Department of Transportation, Subtitle A, Office of the Socretary, Part .21, Nondiscrimination. in Federdly assisted progrMs of dw Department of Transportation . Effecdrel of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended. C. ELGEL- OF RMBMUAU TO MAINTAIN AlR RAFT. It is clearly understood by Lessee that no right or privilege has been granted which would operate to prevent any person, fpm or carporation qmWmg aituraft oat the Airport from perform g services on its own aarcraft with its own regular employees (including, but not limited to, maintenance and repair) that it may choose to perform. D. NON EXCLUSIVE RIGHT. It is understood and agreed dmat nothing herein aired shall be construed to grant or auffiorire the granting of an exclusive right within neening of ride 44 U.S.C. Appendix $1344. E. PUBLIC AREAS. 1. Lessor reserves the right to further develop or improve the lam hm area of the Airport as it sees fit, regardless of the desires or views of Lessee, and without interference or hindrance„ 2. Lessor shall be obligated to maintain and keep in good repair the leading area of the Airport and all publicly owned foal. hies of the Airport, together with the right to direct and control all activities of Lessee in this r+eg nd. 3. During time of war or national emir, Lessor shall have the right to lease the leading area or any part thereof to the Umtad States Government for military or naval use, and, if such lease is mcuted, the provisions of this instrameat insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended. US AVrA7M ROW' FRO AGREE WMa - Page 2 4. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prcmt low from aecdng, or permitting to be erected, any building or other structme on or adjacent to the Airport which, in the opinion ofLessor, would limit the useflaess or safety of the Airport or consti#trtc a hazard to waft or to wrm-A navigation. The banPdOfficelshop complex as y pwposed as provided is Section MC. does not violate this provision. 5. This Lease Agreement shall be subordinate to the provisions of any edsting or fut<ue agreement between Lessor and the UAW States or agcy thereof; relative to the operaflon or mice of the Airport. 13. LFASSEDPREMISES Lessor, for and in consideration of the covenants and agreements herein contained, to be kept by Lessee, and subject to the conditions c oniained herein, does hereby demise and lease unto Lessee, and Lessee does bereby lease fraan Lessor, for die lease tee descri-bed m Article III, the following de5aibed-land dWated in the City of DenM Denton County, Texas_ A. IMpLL The same .78 acre (34,000 squm feet) tract or parcel of land leased to Lessee under the Frosting Dense identified. as Parcel A, together with wgmveme is thereon, which property its more particularly descabed in Attachment "B", ausc ed hereto and keorporated herein by reference (the "Existing Par+cel'I and an additional appmxdmate 168,208 square feet of land ideni ial as Parcel B (13,448 square feet), Parcel C (7,760 ware &4 Parcel D {34,000 square feet}, Panel E (50,000 square feet) and Parcel F (2,004 square feet) on Attachment "C" (the "Leased Prenfisesn. Together with the right of iugress and egress to the Leased rises; and the right in common with otbers so authorized of passage upon the Airport property may, subject to remcinable regulations by the City of Denton and such rights shall extend to Lessee's employees, passengers, patrons and invitees. For purposes of this Agreement, *e 'term "Leased Premises" shall include leasehold improvements vons4ructed by the Lessee, but not inchrding certain easements or property owned andlor cont olled by the Lessor. - A legal demon of Parcels B, C. D, E, and F is not currently attached to this Lease Aunt Lessee shall deliver to Lessor no later then, 30 days after the Effective Dare of this Agreement a legal description of Parcels B though 1~ ac amately de scribing same that is .acceptable to Lessor. If Lessee Us to do so, Lessor at its option may tie this Agreement as to Pamels A through F, in which case it will have no further force and effect. Mw approved legal desaWoa will be adtached to this Agreement as Attachment "C". - US AWAIM OROU M AGREM[6 a - rage 3 B-DEMMM&M BIOMM By L R The only improvements provided by Lessor, except as set forth in Article U .E. "Access to Utlifice beiaw, shall be as follows: Lessor shall improve the curr+ernt drainage stroctme along the east side of the expanded akcmft apron proposed for Parcel E. Lessor shall relocate existing open drainage €eatam (ditch) from the southeast corner of the existing ramp (Ming wash ra&) to the mistutg drainage ditch flowing west from John Carrell. The relocated flow line shall be appra dmrately twenty fed (20) east of the cast edge of the proposed apron. Lessor shall install approximately 160 linear feet of reinforced concrete pipe (RCP) oonnectiog the relocated drainage flow line to tlye existing 48 inch RCP that is routed generally to the west. Lessor, at its discretion, may elect to direct drainage directly south utilizing an open ditch to carry the water south past Tmaway L at the Taxiway Bravo won. The term "hessor improv®eW shall mean those things on or adjacent to the Leased Premises belonging to, constructed by, or to be constrted by the Lessor. Unless odu rwise noted herein, all Lessor improvements are and will remain the property of Lessor. All Lessor improvements must be descn'bed in detail above, or above reed and attached to this Agreement in am exhibit approved by Lessor. C : R"R4VEME M MV-DED,BY LESSER 1. C,onstructiaa of Ups The following improvements are currently located on the Existing Panel: One 12,000 square foot hangar and office building with related au=ft apron and auto psddng located on Parcel A and described in Attachment "E" attachad hereto and made a part hereof by references (the `Wetting Improvements"). The Lessee shall make the following unmvemenuts and renovations to the Feasting lrnproveaneuts at an estimated cost of $1,000,000.00: BTaansion of approximately 5,400 square feet of office and pilot lotmge on west facade of the existing hangar meeting all requisite developmerital, cnvir=n=tl and fire codes (the "Upgrades") . -Constrtwdon of the Upgrades shall be commenced no later than 270 days after the Effective Ddz of this Agreement and be completed no later that 720 days after the Effective Date ("Construction Period for the Upgrades"), Construction of the Upgrades are considered commenced upon issuance of a building permit and conametut of construction of any portion of the Upgrades. Coastrmon of the Upgrades are considered complete when all of the Upgrades are actually completed in full with a Certificate of Occupancy. 2. Qonstructioo_of Pnt;jC JmMmetn!M, On Parcel C, Lessee shall construct additional auto parking, solid waste mvefinents and associated (drainage, sidewalks, c4c) meeting City of Dew Development Amdm*, to provide access to the public aircraft aq~on located west of Parcel C. Construction of the Upgrades shall be commenced no later than 270 days afles the Effective Date of this Agreement and be completed no lacer than 724 days 'after the Effective Date CVAnstuction Period for the UPgradeal. 3. Constnactien of Parcel D emernts. Lessee shall be responsible for US AYDMO CROUP FBO AGUMME 'r - page 4 v aintafning the public aircraft apron to meet the existing wight beating capacity of aircraft up to 60,000 pounds. 4. QMjkgqLon of Parcel F Imgroeemenfs. On Parcel F, Lessee sW construd a fuel farm consisting of two, 12,000 gallon above ground fuel tames with appropriate pumps, overflow/cam components, drive spproiache% fmxiog and canopy. (Facility will meet appropriate NFPA standards for above ground fret systems as required by the City of Denton Fire Department). Cotistrucdon of Parcel F kmprovenmnts shall be commnenced no later than 270 dsys after file Effective Dante of this Aunt and completed no later than 720 days aim the Effective Duce (the won Period'). Coustzuc tioa of Parcel F Improvements ale considered commend upon issuance of a braiding permit. Coon of Parcel F Impromenetns are considered complete upon the issuance of a certificate of occupancy or requisite pennits drat may necessary from the Denton Fine Marshd's office 5. CgOg vction of Parcel E lnmarovernents. On Parcel F, lessee shall construct an aircraft apron measuring appro~ imately 215 feet (mWwes4) by 250 feet (no"south) connecting to the soumth edge of 6c existing public apron identified in Parcel D, adending south as identified in Exhibit 3.Tne apron shall meat City of Denton development standards for aircraft vweighing 50,000 pounds. Lessee shall initiate c tction within 24 months of the lease and complete within 36 months of effective crane of this agent. N©twhhstanding anytVaig wed in this Lease Agreement to the contrary, a ware, to Complete the Improrvements Identified in Parcels B, C, E and F within the Construction Period shaft constitute a maternal breach and may, at the sole option and discretion of the Lessor, tesnh is the termination and medinflon of this Lease Agreement as to Ptred D, E and F upon 30 days written notice of won to Lessee: In stub ease Lessee's nights under this Lease Agreement as to Parcel At B and C wIR bme&d* cease and rcmt to the previswa lease apunmb esisbBshed by Ordihumces; 2002 Wd4 2006.M and 2008-230. Previrws Lease AVe meat (Ordinate; 2002-844Y 2806421 and 200&230) shall be aewnaed to indwk P ch B and t ems of Parceb D, E sad F shrill imma kd* become the property of Lessor at Be Cali expense or Other compensation paid by Lessor to Lessee; and Lessee shall hwndi"dy vacate the Parcels D, R and F. Notwnding anything wed in this Lease Agent to the contrary, a b to complete the Upgrades wig the CwwftdWn Period for Upgrades may, at the sole option and Ascretion of the Lessor, resalt in the primary term-of dw prior lease agreements estabblshed in Orifinances; 2042-044, 20064M and 200$-230 will be reduced from 30 yews to 15 pears. D. E6EEMM B. Lessor ad Lessee by tautiml agreenwmt may establish, on the Leased Premises, easements for public agoras on roads and taxiways. Lessee aclamvvledges taxiway right of ways exist through the =sting aircraft apron identified in Parcel D. E. CM IAssor represents that there are water, sewer and 3- pbase electricity lines within 300 feel to the Leased Premises available, with the exclusion US AWATM ©R" M AdmtlEbENr - Page 5 of Parcel B to "tap-ire by Iessee, and that the same are sufficient for usual and amtomary service on the Leased Premises. M TERM The tern of this Lease Agreement shall be for a period of flirty (30) years, com- mencing on the I" day of March, 2009 and continuing through the' day of February of 2039, unless earlier tennirnated or reduced under the provisions of the Lease Ageeaat (the "Lease Term'). Lessee has the option to renew fbr cnr. (1) additional ten (10) year terra. In order to exermse the option Lessee must provide written notice to Lessor of its intent to exercise the 10 year option no later than 1$0 day before the expiration of the 30 year primary Um Tbe rental and tarns to be negotiated for the option term shall be reasonable and consistent with the then value, tatals and terms of similar pmperiyonthe Airpmt. 1V. PAYMENTSsRENTAI S AND FEES Lessee cova cants and swees to pay Lem, as consideration for this Lease Aggieement, the fallowing payments, rentals and fees: A. LAND RENTAL. Land real sbxII be due and payable to Lessor in twelve (12) equal monthly installments in the sums set forth below, on or before theist day of each and every month during the term of this Lease Agnment. Lessee has the option to pay annual rentals and fees in whole on or before to 1 st day of October, at the begmmng of the City's fiscal year, each and every year of this Lease Agmemeat. 1. P 1 P _J3, C and F. Annual rent shall be a sum equal to $tl.iy per square foot of the land am contained in the Leased Premises (tire `Wgiag Rent")_ Monthly rend sball be 1112 of the annual r rr Howe~►er, beginning March 1, 2011 Original Rent will be 4us ted in accordance with Section IV.O. 2. Parcel A B. The adjusted Original Rent will be increased by $0.05 on March 1, 2032 and thereafter be adjusted in accordance with Se tiant N.C. 3. P 1 D and E. Annual rent shall be a sum equal to $0.13 per square foot of the land area contained in the Leased Premises (the `Original Rent"). Monthly rental shall be 1112!' of the annual rent.. However, beginning March 1, 2011 the 04aai Rent will be adjusted in accordance with Section W.C. Rest on Parcel E shall not be imbed until six-months after the effective date of this agreement. NoWthstmxding the f agoiv, the annual lease rental wM be reduood by the current lease US AVLkT= GROUP MO AGREENMW - Page 6 rate per square foot, as adjusted by the CPI -U rued in Section IV C., times rhea comber of square feet comprising all easmments: established in ice with Se ion II.D. B. LESSOR 3MOVBIIMM RENTALS. There is currently a public use, public managed aim apma located on Parcel D. C. PAYIvt UJ W. ADJU„ STMENTS. Allpayments dueLessor fiom Lessee under this Lease Agreement shall be made to Lessor at the offices of the Finance Dqm rnent of the City of Denton, OzAa mer Seavice Division, 601 West Il d ry, Denton, Texas, Mess od=wise did in writing by the Lessor. If payments are not received on or before the I Sri` day of the monde, a five percent (5%) penalty will be'due as of the 16th. If payments are not received by the first of the subsequent month, an additional penalty of one pent (1%) of the unpaid rental/fee amount will. be due. A one percent (1%) charge will be added on the fist of each sit month until the unpaid reratallfee payment is made. The Original Rent for the Leased Pmnises shall be r3eadjvstsd at the end of each one year period during the Lease Term on the basis of the proportion that the d= current. United States Consumer Price Index for all urban carsame s (GPI LI) for the Dallas- Fort Worth Bureau of Labor Statistics bears to the previous odd month 240$ index (November), which was 200.051 (1982-84 =100). Each real adjustmmem, if any, shall occur on the 1st day of February, beginning 2011, and every other year Aereatler on such date. The adjustments m the yearly rent shall be de nnined by multiplying the Original Rent by a fiaction, the numerator of which is the index nuunber for the last month prior to the adjustment, and the denominator of which is the index number applicable at the execution of this Lease Agreement. If the product of this multiplication is greater than the Original Rent, Lessee shall pay this greater amount as the yearly rent until the time of the need recital 4ustment as called for in this section. If the product of this multiplit Lion is less than the Original Rent ftn shall be no adjustment in the annual rent at that time, and Lessee shall- pay the previous year's annual rant urn the time of the next rental adjustumma as called for in this section. In no event shall any rental adjustment Bailed for in this section result in an animal rent less than the previous year's annual rant, The -adjustment shall be limited so that the arraual rental payment determined for =W given two-year period shall not exceed the annual rental payment calculated for the previous CPI adjustawnt by morn than twenty percent (20%) percent.. - If the consumer price irklex for all urban oonmmen (CPI-L) for the Dallas Fort worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor Statistics, is discontinued during the Lease Term, the remaining rental adjustments called for in this section shall be made using fire fommrla set forth above, but by substituting the index rnaabers for the Consumer Price Index-Seas nally Adjusted U.S. City Avm*p For All Items For All Urbam Consumers (CPI U) for the index numbers for the CPT -U applicable to the DallasrFmt Worth geographical region. If both the CPIU for the Dallas- Fort North geographical region and the U.S. City Average are discontinued during the Lase Term, the rig reartal adjustrrafts called for in this section shall be made isms tine statistics of the Bureau of Labor Statistics ofthe United, States Depmtncnt of Labor that US AvIAIIprtiT GROUP FBOAGREEKEW - Page -7 ere most nearly comparable to the CPI4J applicable to the Dallas-Fort Werth geographical region. If the Bureau of Labor Statistics of the United States Department of Labor ceases to, exist or ceases to publish statistics concerning the purchasing power of the consumer dollar during the Lease Tam, the remaining rental adjustments called for in this section shall be made using the most nearly comparable statistics published by a recognized financial mrthonty Selected by Lesson. D_ D MYMM TO LESSOR, 1. HmW and Tie-Down Fees. • Lessee shall pay Lessor a percentage of all hangar and tie-dovm rentals and fees collected by Lessee from.- persons renting des on the Leased Premises. Such fees shall be equal to: a. 10% of all hangar and tie-down fees through November 30, 2009. b. 11% of all hangar and tie-dawn fees through November 30, 2019. c. 12°!a ofall hangar and tie-down fees through the end ofthe Lease Term. All such fees shall be paid monthly to Lessor on or before the 15 h day of each month during the Lease Term. The fees shall be accompanied by records showing the date and location on the Airport where the aircraft was hangared or parked and the tail number, or side number, of the aircraft. 2. Fuel Fem Lessee shall pay Lessor a fuel flour fee equal to 5% of the wholesale lmce per gallon of all grades of aviation fuel (100 LL or let Fuel) used by Lessee through November 30, 2019_ An adjustment will be made based on a market analysis as of December 1, 2019. Between March 1; 2009 and February 29, 2419 should the discounted fuel credit account fce more dm $35Qd00 ($350,000 or verified construction cost and finance fees of the fuel farm) in fuel fees, the fuel flowage fee will automatically be adjusted to the fuel flow fee established with thte existing FBO rate on the airfield E. RECORDS. Lessee shall keep and maintain accurate records of wholesale fuel delivered under this Agreement, and parking and hangar fees collected., for a period of three (3) years from the date the record is made. Such records shall be kept according to generally accepted accounting principles. Lessor or its duly audwrized "ogres ves shall have the right at all reasonable times during business >ours to inspect the books, records and receipts of Lessee, for the purpose of verification. F. AMWU UIAIEM-DU . Within sixty (60) days after the end of each calendar year, Lessee shall furnish to Lessor a certified statement of fuel deliveries, and U3 AVIAMON OROLP RO AGREE14tE iT Page 8 padang and hangar fees collected during the preceding calendar year Lessor reserves the right to audit said statement and Lessee's books and records, including a ination of the general ledger and all other supporting material, at any reasonable time during business hours, for the purpose of verification. • if the audit establishes the Lessee has UndastEned or overstated fuel sales, parldng fees, or hangar rentals collected by five percent (S°lo) or more, the entire ecpe mme of said audit shall be borne by Less= Any additional payment fife from Lessee shall forthwith be paid to Lessor, with interest thereon at we percent (1%) per month from the date such amount originally bm= payable to Lessor. Any overpayment by Lessee shall be credited against finer payments due to Lessor, Either party may refer the results of the audit for resolution in aceonlance with Section IV.a. (Disputes) below. G. DISPTY ES_ If any dispute arises as to the amount owed from fixes deliveries or hangar or parking fees-collected, the party disputing the amount and/or fee shall notify the other, in writing, within thirty (30) days from the date the dispute arises. Upon notification of Axe dispute, the disputed amount shall be submitted to a panel of three (3) certified public accountants, one to be select by Lmw, one to be selected by Lessee and the third to be chosen by the first two accounts selected This panel shall, by majority vote, determine the rights of the parties hereunder in conformity with generally accepted accounting principles. The fees due the accomium for such service shall be paid by the unsumesdW party, or in the event the determination is partially in. favor of each party, the fee shall be borne equally by the parties. V. RlCj-M--- AM O LIGATIONS OF A.USE QE L ASBD PREMISES. Lessee is granted the non-exclusive privilNe to engage in or provide the following on the Leased Premises: 1. The right and privilege m engage in aommcrcial aviation activities, hereby defined as those. activities which involve the sale of aviation services for profit to the general public and shall include the m=ftnanee and servicing of airmdt, which nght shall include averhaalirig, rebuilding, repairing, inspection, and licensing of some and the pparhase and sale ofpar% equipmezd~ and acemsories therefore. 2. The sak of aircraft fuels, hdzicants, and pr+ope3lmts within the leased arez and at such other areas that may be designated by the Airport Manager. 3. The stoft of aircraft in hangars or on tie down areas owned or operated by Lessees. 4. The sale of said fuels, lubricamts, and propellants shall, include the right to-use vdacles necessary for the servicing of aircxafL US AVIA' TON GROUP MO AGREEIelE T - Page 9 5. The operation of a business of buying and selling, or renting now and used aircraft, aircraft parts, and accessories therefore, and aviation equipment of all descriptions either at retail, wholesale, or as a dealer. 6. The oporatkm and sale of aedal survey, photograph, mapping, and spraying services. (However, spraying services shall at all times comply with applicable local, state, and'national regWations pertainibgto aerial spraying.) 7. The operation and sale of air taxi and sightseeing services. 8. T be operation of schools for the instruction of the general public in flying, navigation, mechanics, aerial survey,, photography, aircraft design and/or training of the general public in any art, science, craft, or skill pertaining directly or indirectly to aircraft. 9. The operation of non-scheduled and charter air transportation of passengers. 10. The sale d mugh coin operated vending machines of tobacco, confections, and refreshments and the maintenazaw on the leased premises of appropriate facilities therefom 11. The uradeatalcing of any phase of aviation activity for profit related to or in any way conttibuft to air transportation or aerial navigad(A as long as 'srach activity in no way interferes or hinders any F.A.A. approved navigational aids that may exist now or in the fudwe at the Airport. 12. Ten years after the Effective Date of this Lease Amt; Lessee will begin to pay a c mmisssion fee to Lessor for car rentals based on the then existing market commission at similar sized airports. 13. The general use, in common with others authorized to do so, of all public airport facilities and improvements which are now or may hereafter be connected with or appurtenant to said Arrpoat; except as hereinafter provided. 14. Ramp services, including loading and unloading of passengers, baggage, mail and freight, and providing of rump equipment, aircraft cleaning and other services for persons, firms or air carriers. No person, business or corporation other than Lessee may operate a commemial, retail or induskial bra upon the Leased Premises or upon the Airport,. withoirt prior written consent from Lessor aging such c omm=al, retail or iz dot rial activity. Lessee shall be allowed to provide sleeping quarters and other accommodations for use of an around-die-clock security guard. TUS provision sal not be construed to allow residential living quarters on the leased prcises, m W it is expressly understood and agreed drat no permanent dwelling or domicile may be built, moved to or established on USAVrATlOMORCMFROAQREEMMNr• - Page 10 or within the leased premises nor may the Lessee, its tenants, invitees, or guests be permitted to reside or remain as a resident on or within the leased premises or. other airPortWis. Lessee shall file with the Airport Manager and keep current its Tnaing address, telephone number(s) and contacts where he can be ruched in an emergency. Lessee shall file with the Airport Manager and keep =vnt a list of its tenants and sub4cssees. Lessee shall require its employees and sob-lessees (and sub-lessors mynees) to abide by the terms of this Agreement. Lessee agrees it shall promptly correct or remedy any breaches of my rules, regulations, terms, Wnditions or covenants.by its employees or sub-lessees. Lessee, its tenants, employees, invitees and guests shall not be authorized to conduct- any services not specifically listed in this Lease Amt. The use of the Lamed Premises by Lessee, its tints, employces, invitees or guests shall be limited to only those pavate, comnaial, retail or industrial activities having to do with or related to airports and avia- tion Except as specifically authorized m this Lease Agreement, no person, business or corporation may operede a commercial, retail or industrial business upon the Leased Premises or upon The Airport witlwut a lease or license from Lessor authorizing such commercial, rem of industrial activity. The Lessor shall not wtressonably withhold authorization to conduct aeronautical or related services. B. REQMM SERVICES. Lessee is mp red and is hereby graoW the non- exclusive privilege to engage in the business of and provide the services of a fun and complete fixed base operator. It is fly mdeastood and agreed that the non-ex~e right to conduct aeromwdcal activities for furnishing services to the public, inch the delivery of fuel into air=aft is gram to the Lessee subject to the provisions set forth herein and all applicable arclinances of the City of Denton. Lessee agrees to perform the following . services; 1. Fuel- To have available ftm grades and octanes of aviation gasoline, jet fuel and other petroleum products normally fotmd at similar airports, and to provide ramp services mcludmg do sale and into-plane delivery of those aviatioa f wJs, lubricants and other related aviation products, and to provide air dt gmdm= and assistance within do areas ofth,e leased , at least during daylight borers, sunrise to =nsd, three Hundred suety-five (345) days per year. All fiats shall meet minimums FAA, requirements for aviation fuels' as set out in FAA. Circular 523", Aircraft fuel storage handling and dispmsm& as the same may be revised, updated, or replaced by the FA-k or the United States Goveramenit. All fuels which are a nationally known braced shall meet the teens of this requirement All fuels shall be made available either by tarok truck, stationary }rump or other suitable equipment approved by the Fire Marshall of the City of Denton said the Airport Manager; and in i1S AMIION GROUP FMO AGREEe aw - Page 11 accordance vd& the provisions of the Fire Code of the City of Denton, All fueling operations and all fuel falities owned or operated by the Lessee shall be in compliance with the Minimum Fueling Standards Ordinance of Ire City of Dm9ou. All prices for fuels and corer petroleum pests shall be posted in foil public view at all times. Lessee agrees that it shall locate any new fuel storage tanlcs-above ground and is compliance with all hocal, State and Federal codes and rogulations. Lmee, shall main all componefs assomated with the Fuel Farm and its equipment shall be kept in good repair inch ing the replacement of normal wear and tear items and making TCEQ upgrades. Lessee's privitw to use the Fuel Farm to meet its fud obligations tmderft Agreement may be rescinded by Lessor sbould fuel levels at the Fuel Farm M below 2,000 gallons for inwe than 45 days. 2. &M fgoWm To provide ramp severing of, and amswnce to, aircraft, including pmift storage and tie-dawn service, to bathe based and itinerant aimaaft upon or within facilities leased to Lessee or other areas designated by the Lessor, at least during the Required Houn of Operation. 3. Pilot LqMLe : To provide a pilot lounge area, Wormatian d services, acrd telephone service connections to the Flight Service Stadoe at least dining the Required Hours of Operation. 4. Hours of Opwdow FBO will be open a minimum 6 am. to 8 p m. Monday through Friday; 7:00 a.m to 7:00 p.m. Sahuday *and Sunday,' 365 days of the year. However, FBO may close on the following holidays: Thanksgiving, Christmas, New Year's Day, and 4'b of Judy. Such hours of operations are herein called the "Requi ed'Hoom of Operadoe Lessor reserver the right to adjust Required Hours of O,pemdon. to coincide with air traffic control tower lroms. 5. Addidonal Services: Ussee shall provide a minimum of three of the following additional services: a. Airframe and power 'pleat repair (this service is the equivalent of providing" services) b. Flight onlaatrxatt, Todd c. Air ratt sales d. Air taxi and/or part 135 chi e. Avionics and insftummt An p.3ainbenaaee f. Propeller repair . B. pilot shop h. Aircrafft wash rack i. Aircraft paint services j. Airaaft upholstery ho. Other comanereisl aeronaubcal services as approved by Airport Management US Av1ATM GR=FWAGRE 3QNT - Page 12 C UAMAARDS. Lessee shall meet or exceed the following standards: I. Adfta Lessee shall file with the Airport Manager and keep current its mailing addresses, telephone numbers and contacts where it can be rimed in anemeagency. 2. List. Lessee shall file with the Airport Manager and keep cmTent a list of its tenants and sublessees. 3. Lessee shall aontradually require its employees and sublessees (arid sublessee's invitees) to abide by &e terms of this Lease Agr+eerneart. Lessee shall prompfly enforce its contractual rights in the event of a default of such oovWzIts. 4. Utilities._ Taxes-md Fees. Lessee shall meet all expenses and payments in connection with the use of the Leased Premises and the rigs and privileges herein granted, mcluding the timely payment of uffities, taxes, permit fees, license fees and assessments lawfully levied or assessed. S. Laws. Lessee shall comply with all current enact future federal, state and local laws, rules and regulations which may apply to the conduct of business contempla 4 including rules, regulations and ordinances prmlgded by Lessor, and Lessee shall keep in a at and post in a prominent place all necessary andlar requa-ed licenses orpexmits. 6. M ce Of P Lae shall be resp md-ble for the m*enance, repair and upkeep of all property, buildings, structures' and improvements, including the mowing or elimination of grass and other vegeta#iola on the Leased Premises, and shall keep the Leased Premises neat, clean and m respectable condition, free fium any objectional matter or ruing, including trash or debris. Lessee agrees not to utflize or permit others to utilize areas on the Leased. Premises which are located on the outside of any hangar or b ldmg for the storage of wrecked or ply disabled ahwafl, a=afft parts, wAombiles, vehicles of any type, or any other equipment, or.it= which would distract from the appearance of the leawd.premises. Lessee agrees that at no time shall the Leased Premises be used for a flea market type Wes operation. 7.. Pairrting of During the Lease Tema of this lease Agreement and &nng each extension, Lessor shall have the right to rap m not more than once ever five years, that the metal exterior of banger(s), Wlding(s) 'or strerctures located on the Leased Premises be repainted. Ile Lessor may require Lessee to mint said exteriors according to Lessor's specifications (to specify color of paint, quality of wcd=anft and the year and marsh in which the hangar(s) or bWd'in&) are to be painted, if needed.) Lessee shall USAMMONGROUP FBOAGRWMrr' - Page a3 complete the painting in amxordance with such specifications vathin one (1) year of rem# of notice from Lessor. Lessee apm to pay all costs and expr.nw mvnhnd m this hangar or building painting process. FsRtxe of Lessee to carnplete the painfing required by Lessor, within the one (1) year period shall constitute Lessee's defaalt under this Lease Agreement 8. ILnuftized of Leased Premises. Lessee may not use any of the Leased Premises for any use not a ttharized herein unless Lessor gives Lessee prior written approval of such additranal m Virdhwt limiting fire foregoing the Leased Premises shall not be used for the operation of a motel, hotel, restaurant, private club or bar, apmtment house, storage of recreational vehicles, automobiles, or marine vehicles, or for-indusfrial, comna=ial, retail, or other proposes, except as authorized herein. 9. Dwell . It is expressly understood and agreed tbat no dwelling or domicile may be built, moved to or established on or within the Leased Premises nor may lessee, its f eats, employees, invitees, or guests be permitted to reside or remain as a resident on or within the Leased Premises or other Airport premises.. Lessee may have a plat lounge, including restto= and showex facilities for use by flight crew and passengem 10. Quit Posses. m Lessee shall quit possession of the Leased Premises at the end of the Lease Term or any renewal or extensm thereof, or upon cancehation or won of the Lease Agreement, and deliver up the Lease Premises to Lessor in as good condition as existed when possession was taken by Lessee, reasonable v~ and tear excepted. 11. j diem ' y. Lessee must iffy, hold harmless and defend the Lessor, its officers, agents and employees, from and -godusf liability for any and all claims, liens, suits, demands and/or actions for damages, mimes to persons (including death), property damage, including loss of use}, and expen=s, including court casts, attorneys' foes and other reasonable. costs, occasioned by or incidental to the LessWs occumcy or use of the Leased Premises or the Airport and/or activities conducted in connection with or incidental to this Lease Agreement, mclud`mg all such causes of action based on common, ccnstintional or statutory law, or based in whole or at part upon the negligent or intentional acts or omissions of Lessee, its officers, agents employees, invitees or other persons. Lessee must at all times exercise reasonable precautions on behalf of, and be solely responsible for, the safety of its officers, employees, agents, customers, visitors, invitees, licensees and other persons, as well as their property, while in, on, or involved in any way with the use of the Leased Premises. The Lessor is not liable or responsible for the negligence or iiitenticn l acts or omissions of the Lessee, its officers, agents, employees, agm% customers, visitors and other persons. The Lessor shall asswne no responsibility or liability for harrtr, injury, or any damaging events which are directly or indirectly attributable to prenuse defects, whether TB AVrATMOROUP FBQA 9 - Page 14 real or alleged, which may now exist or which may hereafter arise upon the Used Premises, responsibility for all such defects being expressly ammied. by the Lessee. The Lessee agrees that this indemnity provision applies to all claims, suits, demands, and actions arising fiom all premise defects or conditions. THE O AND TIM LESSEE EXPRESSLY S RID NAY PROVISION TO REQU E LESSEE To _W- M PROTECT TBE LESSO FROM CONS U CS. OF THE _I:MOR'S OWN NF.f'rLIGENCE , INCLUDING LESSOR'S . SOIT NEGLIGENCE WHILE LESSOR IS PARTICIPSnN IN UM IZASF AGRERAENT WHM THAT NEGLIGENCE IS A CAUSE OF THE INJURY EA AMAGE, NC7 ANDINQ S OF nM PRECEDING SENTENCES. 12. (:hernicals. Lessee agues t* praWIY store, collect and dispose of all chemicals and chemical residues; to properly store, confute, coiled and dispose of all pdn4 including paint spray in the afnrasphete, and paint products; and • to comply with all Local, State and Federal MUM = governing the storage, handling or dispose] of such chemicals and paints. Further, the Lessee shall bC solely rcgxmsMe for all dim, whether accidental or intentional, of any chemical and for the ousts associated with the cleamtp, remediadon and disposal of said chemkals. 13 _ Hard ivities. Should Lessee violate any law, rule, restriction or regulation of the City of Denton or the Federal Aviation Admmdstration, or any other regah to y authority, or should the Lessee engage in or permit other persons or age= to engage m activities which could product ]rates or obstruction to air navigation, obit whops to visibility or htfffmoce with my a=-aft navigational aid staumc or device, whedmw anborne or on the W =wk then Lessor sW state such violation in writing and deliver written notice to 140" or Lessee's agent out the Leased Premises, or to the person(s) on the Leased Premises who are causing said violation(sl and upon delivery of such written notice, Lessor shall bat 'the right to demand that the person(s) MSPOnS ble for the violation(s) cease and desist from all such activity, cr+m&g the violations} In such event, 'Lessor shall have the right to demand that corrective action, as rapred, be commenced immedu teely to restore the Leased Premises into cenforrmuce with the pa6culm law, rule or aenonaWcal regulation being violated. Should Lessee, Lessee's agent, or the person(s) responsible for the violations) fail to cease mud desist from said violation(s) and to immediately commence correcting the violation(s), and to Complete said moons within twenty-four (24) hours following written notification, then Lessor shall have the right to eater onto the Leased Premises and correct the violation(s) at the sole cost and expense of Lessee, and Lessor shall not be responsible for any damages incurred to nay improvements on the Leased Premises as a result Of the corrective action process. In addition, such viobdon USAVTATM GROUP PB AMEMM-rr - Page 35 shall be considered a material default by Lessee authorizing Lessor, at its sole option and discretion, to imnneduftly twnmatc amd cancel this Lease AgrecmeaL 14. Lessee shall select, appoint, and designate to Lessor in wntm&,a full-time Manger of business at the Leased Premises. The manager shall be vested with full power and authority to act in the name of Lessee with respect to the method, manner and conduct of the operation of the fixed base services to be provided under this agreement. Me manager shall be available during regular business hours and during the manager's absence, a duly authorized subordinate shall be in charge and available during Required Hours of Operation, and on an on-call basis during other hours of the day. 15. o ees. Lessee shall provide, at its sole expense, the employees necessary to provide effectively and efficiently the services required or authorued in this Amt Lessee shall control the conduct, demeanor and appearance of its employees, who shall possess such Uxhuical qualifications and hold such certificates of qualification as may be required in carrying out assigned duties. Lessee shall be responsible to supervise its employees to assure a high standard of service to custarners of the Lessee; 15. (barges by T.mw. The Lessee agrees to f1imish all services on a fair, equal, and not unjustly discriminatory psis w all users thereof, and to charge fair, reasonable, and not unjustly discriminatory prices for each unit or service, provided, howaver, that the Lessee may be allowed to make reasonable and nondiscrir~ ry discounts, rebates, or other similar types of price reductions to voluune pmchasers. 17. &a= Appearance: Lessee shall at its sole cast and expense beep and maintain the Leased Premises and all improves, additions or altaudo as thereto, equipment god landscaping constructed or installed upon the Leased Premises, in ffrst-class condition, which condition shall at all times be based on a standard of care reflecting prudent property managet. D. S12 S. No signs, paatem or ofd similar devices ("Sigoage") shall be placed on the exterior of the Lease Impwv ments or on say portkm of the Leased Premises or Airport property without the prior written appm et of Lesser. Lessee, at its sole expense, shall be responsible for the creation, installation and maintenance of all such SWIage. Lessee shall pay to Lessor any and aA damages, luxuries, or repairs resulting fiom the installation, maintenance or repair of any such Signage. Any Sigrrage placed on the Leased Premises shall be maintained at all times in a safe, neat, sightly and good physical condition. All upage shall be removed fituu the Leased Premises by Lessee immediawly upon receipt of inshactiow for removal of same f mn Lessor, inducting without Imutanon, upon expiration or termination of this Lease Agrxt. If Lessee fans to remove the Signage then Lessor my do so at the sole cost and expense of Lessee. Lessee shall be permitted the right to place two wall signs, no grew than fl ft-two square feet each, identifying the commercial US ALWATit13+i OROUP FW AGREMG r - n9o 16 hangar Weadion. All AP W shall comply with all applicable mli nances including the City of Dean sign odimmee`" E.M1'lRY. Lessor and its demos shall have the d& to enter the Leased Premises upon reasonable advance notice (writtm or oral) and at any reasonable from for the purposes of inspecting the Leased Premises, performing any work which Lessor elects to perform under this Lease Agreement„ and exlOiting the Leased Premises for sale, lease, or mortgage. Nothing in this section shall imply any duty upon Lessor to do mW work, which under any other provision of this Lease AgrxmW Lessee is required to perfcuIM6 and any perfoimaace by Lessor shall not constitute a waiver of Lessee's default. VI. VEN Y LESSO Lessor hereby agrees as follows: A. PEACEF'IX EN3'OD9K. Upon payment of all rent, fees, and woe of the coveamb and a on the part of Lessee to be performed hereunder, Lessee shall peaceably hold and enjoy the Leased Premises and all rights and prrivUgM herein grankA B. CO CE Lessor warrants and represents that in the establisbnertt, construction and operation of the Airport, that Lessor has hetetofor+e and at this time is complying with all existing nines, regulations, and criteria distributed by the PedeW Aviation Admirdstration, or any oiler govmu mental authority relating to and incluc bI& but not limited to, noise abatement, an rights and mements over adjo=g and contiguous areas„ over-flight in landing or tgkeof ~ to the end that Lessee will not be legally liable for any action of trespass or similar cause of action by virtue of gay aerial operations of ac§ch g property in the course of normal take-off and lsndi n procures from the Airport; Lessor further warrants and repro drat at all tunes during the Lease Term, or any renewal or extension of saner that it will canoe to comply with die fc►regoing. V1L RECTAL CONDMONS It is expressly tmderstood and agreed by and between Lessor and Lessee that this Lease Agreement is subject to the £ohhawD4 special terms and conditions. RLIMAYS AND TAMWAYS. Because of the present sixty thousand (60,000) pound continuous use weight bearing capacity of the taxiways, and apron identified in Parcels A and D. Lessee herein agrees to limit all aeronautical activity including ]ending, take-off and taxying, to arm having an actual wnght, uWluding true weight of its fuel, of sixty thousand (60,000) pounds or less, until such time that the runway'and designaW taxiways on the Airport have been improved to handle aircraft of such excessive weights. It is find= agreed that, based on qualified engineering studies, the vMe & restrictions and provisions of this clause may be adjust up or down, and that Lessee agreee to abide by any such changes or revisions as such studies may dictate. "Aeronautical activity" w1exrecf to in this clause shall include any activity of the Lessee or its agents or suboontractars, and US AVt&TM GROUP MAGRFEMDT - Page 17 its customm and invitees, but shall not itrlude those activities over which it has no solicitory part or control, such as an unsolicited or unschededed or icy landing. A pattem of violating the provisions of this section on two or more occasions shall be sufficient to cause the immediate termination of this entire Lease Agreement and.subje ct Lessee to liability for any damages to the Airport that might result. VIII. JEASMOLD_IlLPROVEMENT~ A. REQUIRE- Before commencing the construction of any additional improvements on the Imised Premises including the Parcel A, B.C, E and F Improvements (the "Additional Lease Ymprovenier , Lessee shall seanit: 1. Do or, specific xdons, or design we dr, to be approved by the Lessor, which shall establish that the imps to be bunt or consftucted upon the Leased Premises are run conforiximm with the ovuaall size; shape, color, quality and desW4 in appearance and structin of the program established by Lessor on the Airport. 2. All plans and specifications showing the location upon the Leased Preinnises of the proposed constru orlon and improvements; 3. The estimated cost of such won. No construction may coniniame, until Lessor has approved the plans and. %*cificadons and the location of the Lease Imm vements, and the estimated costs of such coition. Approval by the Lessor shall not be unreasonably wit iMd. Documentary e v id=e of the actual cost of constrtcdoun on public areas only (such as taxiways, aprons or periwig IoU) shall be delivered by Lessee to Lessor's City Manager ft M time to time as such costs are paid by Lessee, and Lessor's City Manager or designee is hereby aurthonz ed' to endorse upon a copy oftMs Lease Ageemwt filed with the City Secretary ofLessos such actual amounts as he shaIl haves found to have been paid by I, and the fmdiogs of the City Manager when ea &ned by him won said contract shall be conclusive upon all parties for all purposes of this Lease Agreemt. No later than 30 days atta completion of ft Additional Lease Ira 4pawy is. Lessee shall subarit to Lem detailed as built plans of the Additional Lease Improvements and d tary evidence aooeptabler to Lessor evidencing the total, cost m construct the Lease Improvements ("Cost to Construud Lease ImpipVements!). B. ADDITIONAL CO STR CTTON R D RO'VEMENTS: Lessee is hereby, authorized to construct upon the Leased Premises, at its own cost and exp ; buildings, bmWM and stmc€u res, that Lessor and Lessee mimueliy agree are nemsary for use m connection with the operations autbonzed by this Lease Agreement, prmded however, Lessee shall comply with all of the requirements of Section VIlI.A., above. Such additional improvemen#s shall be apart of the Additional Lease Improvers. US AVrA1WN GROW FWAGREEWM - rage is C. O HiP OF Ra : The Existing Imp except for the hwW constructed by Lessee in 2002 which is identifed on At#achment "A" (the "2002 Hangar'j are the property oftbe Lessor Lessee shall provide a legal description and survey no later tban 30 days fiaom the effeefive date of this agreement identified as Attachment `B" iderrt i Existing Parcel and the Existing InWrove ernts in the Exdsting Pa=l. The 2002 Hangar and the Additional Lease hVrovements, when completed by Dace, (the "Lease Improvements") shall remain the property of Lessee during the Lease Term subject to the following conditions, terms and provisions: 1. emaval Of Buff i No building or permanent Extrue may be moved from the Leased Premises. 2_ A&zm&:g& The Lease Improrremts shall automatically hecome the property of Lessor absolutely free, without any cost to Lessor, at the end of the Lease Term, or any extension t awf, 3. FaihmeC ejete Pain( A B. _CL__ d_F Imi royernets. The Imlxovements shall innmediately become the property of Lessor at no cost, expense, or eonq=sation to Lessee should Lessee fail to complete the lessee's Improvements within the Constriction Period as provided in section II.C. of this Leese Amt 4. Cancellation or Tprminatiam. Should this Lease Agreement be gelled or terminated before the end of the Lease Term, or won tbereoi Lessor shall have the right to purchase all of the law hnprovenxmM In the event of a cancellWon or termination, other then due to a defmdt by Lessee that has not been cured as provided below, the purchase price shall be equal to the most recent vd€re of the Lease hnprovernents as deUmnined by the Denton County C anal Appraisal District ("Valm of the Lease Improvemmu reduced by 1/30 for each year of the Lease Te= that has Wired as of dw date of termination (the "Pmcbase Price"). With maid to Additional Lease should the. Denton County Central Appraisal District not determine a separate value for the page hVmverneuts, or should such separate valuation be older than two years, then the Purchow Price wM be detrained tilting the Cost to Construct the Lease Improvements u dwell. by V30 for each year the Least Term bas expired as of the data of tern inatiori. If the tern ioation or cancellation is clue to a default by Lessee that has not been aired within 30 days doer mitten nation of default to lessee, then the Purchase Price as determined above shall be reduced by 50016. However, if Lessee provides written notice to Lessor within said 30 clay arse period that it is impassible to cure such default within said time period, rhea the Lessor may consent to an extension of smh time to me, which consent will not be unreasonably withheld. This clause shall not apply to the Fuel Parr. I3L S R09 ON OF MOR rG EE US AYtATMGROUPMAGRffiMEN'1' - Page 19 Any person, corporation or institution that lends money to-Lessee for construction of any hater, structure, budding or improvement and retains a security interest in said hangar, structure, building or improvictam shall, upon default of Lessee's obligations to said mortgagee, have the right to enter upon the Leased Premises and operate or manage said hangars stract~ building or ra4vovement according to the terms of this Lease Apmnert, for a period not to exceed the term of flm mortgage with Lessee, or until the loan is paid in fall, whichever comes first, but in no event longer than the Lease Term. It is expressly understood and agreed that the right of the mortgagee referred to herein is limited and restricted to those improvements constt w ted with funds borrowed from mortgagee, those improvea rents purchased with the borrowed funds, and those improvements pledged to secure the refinancing of the improvements. X. RIGHT OF R&L% E a Lessor shall have the right to establish easements, at no cost to Lessee, Won the Leased Premises for the purpose of providing uakrground utility services to, from or across the Au-port property or for the construction of public facilities on the Airport. However, any such easements shall not interfere with Lessee's use of the Leased Premises and Lessor, shall restore the property to the original condition as is reasomable pmedc able upon the kistaliation of any utility services on, in, over or undet any such easement at the conclusion of such oonstruction. Canstruction m or at the easemxmt shall be completed within a reasonable time. XL AER2N VT ©P LEASE Lessee expressly covenants that it will not assign this Lease Agreemen# convey more than fifty percent (50%) of the interest in its business, t ny* the sale of stock or o6erwise, transfer, license, nor sublet the whole or any part of the Leased Premises for any purpose, except for rental of hangar space or tie-dower space for storage of anwaft only, without the wrdt+en ooasent of Lessor. Lessor agrees-thd it will not ommsonabty Vst *hold its approval . Of such sale, sublease, transfer, license, or assignment of the ficWties for Airport related purposes, provided. however, that no such assignment, sublease, transfer, license, sale or otherwise shall be approved ifthe rental, fees or payments, received or charged are in excess of the rental or fees paid by Lessee to Les" under the terms of this lease, for such portion of the Lae ed Premises proposed to be assigned, subleased, transferred, licensed, or otherwise. The provisions of this Lease Age=cail shall remain binding upon the assignees, if any, of Lessee. Xff. iNgCiItANCE A. REQUIRED INSURANCE: If at any time daring the term of this agreernait any insmuee required by this agreement shall lapse or Lessor becomes aware of a pending lapse, Lessor shalt have the right to purchase such insurance at Lessee's sole expense. Regardless of the activities contetttplated under this Lease Agreement, Lessee shall maintak continuously in effect at all times during the term -of this agreement, at Lessee's USAYMIONGROUPMAGREEME 17 - Page 20 sole expense, the following mum insumace coverages: 1. Coal (Public) Gencaai Inability covering the L or its c ompimy, its employms;, agent% to mn% and indep t ors, and its operations on the airport- Cie sball be in as amount not less than $1,000,000 per oc=rm= and provide coverage for prrearisegfapa ens and conftactud liability AND where exposu¢e coverage br- grodudsfcrnnpleted opt explastoA collapse and mWag nand. properly damage` 2. All Ask property cue on a replaeemvrt cast basis covering loss or dm nap to all hdiides used by the Lessee, either as a part of this agreement or erred by the LeSSOO Subsequent to this WWMCAL Under no cucumastmccs shall the Lessor be liable for any damages to ftft , mcrchandw or other petsowl property of the Lessee or its tom. 3. Business Automobile Lability to irk cage for OwueW eased Autos, Non- Owned Autos and Hired Cars: For operation in airmft movenled areas the limit of BMW date $100,000 per ocauxr+ um For other cpea wions the Ink of liability shall be consisted with the amount set by Std Law B. ADDTiTC N& COMMA- iESin addition to the above refmvnccd ooven , the following fimmance is required if the activity or exposure exists or is contemplated: 1. A=a8 Fuel/Oil Storage and Di ,g-- Comp ve CommereW (Public} Geaa1 Liablity shall inchge coverage or sepaieft coverage sbalibe praovided for F=ViromnentatImpairment L WNTItj. 2. Aircraft Sales or Aircraft Cbmtor and Air Taxi - Aircraft Liability in rile amount of $1,000,000 per as ce to Include HUD Coverage 013d 128W" In addition, Passenger Inability in an amount of $100,000 per person (per passenger seat) shall be pmvided. 3. Aird Rental or Flight Traft ft - Aircraft L,aabiln' y in the amoum of $1,000,000 per ovens w to indtrde Hull Coveaage and Ladity, Pmenger Liabi ity in the amount of $100,000 per person (per passenger seat) and Sukkat/Renter Liability covering all users is *e mount of $500,000 per owurewc 4. Spe daHzed Cmmercial Flyt CinGluding crop dos ft seeding gad sprw in& banner towing and aerial sdverfising aerial Aaopsphy and suv veying,, fine fighting, power lice or pipe Ime patrol} = Aircraft Ua ility in the amount of $1,000,000 per o=urence to include Hull Coverage and Liability. in addition, Passenger Laabft in an amount of $100,000 per person (per passenger seat) USAYIAIIpDTMt"MAG EEHM - Page 21 shall be provided. 5. Ak=M Storage, Mazatename and/or Repair - Aircraft Liability m the amount of $1,000,000 per ox a to include ME Coverage and Liability. la addition, Hanger Keepers Liability in the amount of $500,000 per occammce shall be provided. 7be requirement for Hangar Keepers I&N ity shall not apply to irndividual ownWopeaahars whose pra=y use of the hangar space is the storage of their own aincasft The requxmnent does not apply to such individuals notwidistatding the fact that they may, from time to tk e, Permit the storage of nonKmned aircmft in the hangar space and charge a fee For the storage of such aircrA so long as such use is in the nature of a rent-wring a al md= than a comtmercisl azrcra$ storage b . C:. GE REOUMEMENTS: All fimzanee coverages shall comply with the following rupliremmu: 1. All liability policies shall name the City of Dento% and its officers and employees as an additional rammed iom ed and provide for a minim= of 30 days written notice to the City of any coon or material change to ffie policy. I All fimm ee required by this Lease Apeement must be issued by a company or companies of sound and adequaw financial respatisr'bility and aid to do business in ft State of Texas. All policic a are subject to the examination, and aroval of the City's office of Risk Management for their adequacy as to content, foam cif Protection and providing company. 3. Requited inse rang the City as an additioue€ insured must be psinlry . insmunm and not Co=-Wing with any other insurance available to the City whedw from a third pasty liability policy or other. Said limits ofim==e shall inn no way titnit the HabOhy of&e Lessee hcb 4. Ibe Lessor shall be provided with a copy of alt such policies and renewal cmd&A tee. Fair of Lie to comply with the miainize specified amotuts or types of ice as rogwred by Lessor shall consthft Lessee's default of this Lease Amt. 5. During rtes Lease Terns, or any cxftsion dwreof, Lessor herein reserves the right to, with 60 days notice, adjrg or increase the liability insurance amounts req&-od of the Lessee, and to require any additional rider, provisions, or c aflffi a#es of and Lessee hereby agrees to provide any such n sianace requiremmis as may be required by Lessor; provided however, drat my mpre6imita shall be commenmratewith is xq s at other public use airports simxitar to the Demme Municipal Airport in size and is scope of aviation activities, located in the soudiwestem region of the United. States. US AVIA3M GROM FB4A Tdr - Page 22 ' XHL CANCELLATION BY LESSOR In the event that Lessee shall file a voluntary petition in bankruptcy or proveediop m banhuptcy shall be instituted against it and Lessee therms is adjudicated bankrupt pursuant to such pwcwffmA or any court Shall take jurWiction of L essee and its assets ptusuaat to proceedings brought under the provuUM of any Federal rearg1 nization act, or Lessee shad be divested of its estite hem by other operation of law; or Lessee shaA fail to perfonn, keep and observe any of the terms, covenants, or conditions heazin conWried, or on its part to be perfarm4 the Lessor may give Lessee written notice to cmect such condhion or cure such dealt and, if any condition or default shall c;ondcue for thirty (30) clays after the noeipt of such notice by Lessee; theat Lessor may terrami a this Lease Amt by written notice to Lessee However, if Lem provides written notice to Lmw within said 30 day cure period that it is ale to cure such dcfaeclt vidma said time period, than the Lessor may eon to an won of such time to cure, which consent will not be rune ably withheld. In the event of default, Lessor has the right to purchase any or all of the Lease h gwovcnm is under the provisions.of Section V13LC.4. hereof. MV. CANCELLATION BY 1 M Lessee may cancel this Lease A in whole or part, and teamina#e all or any of its obligotions hereonde9r at any tiuae, by thirty (30) days wnUm notiae, upon or afta tho happening of any one of the following events: (1) ismance by any court of ju ds diction of a pernnanent k juncdon in any way preventing or mining the use of the Airport orany part thereof for Wrpmt purposed (2) the beach by Lessor of any of the covenants or agreements contained herein and the failure of Lessor to remedy such breach fix a period of rhmty (90) days after Tempt of a written notice of the existence of such breach; '(3) the inability of Lessee to use the Lease Premises and facilites condoning for a longer period ffian nimety (90) days dw io any law or aW or&rs Tula or regtilshoc of any appropriate govetamemtal authcnity having jurisdiction over the operations of Lessor or due to war, eartquake or other caseuft, .or (4) the assumption. or rempture by ft United States Gbv eat or air authorized agency thereof of the munwnance and operation, of said airport and facilities or any sutxttntid part or parts dowE Upon the Ong of any of the four eves listed in the Preceding paragraph, such that the Leased Pnmises cannotbe used far aviatim purposes, then 1he Lessee may camel this L ease Agreement as aforemK or may elect to continue this lam Agreement uoda its terms, exceM however, that the use of the Leased Prea&o shall not be limited to aviation purposes, their use being omly limited by such laws 'and oadies as xnay be applicable at that dune. Should 1.4ssor close the Airport and relocate flee Airport to another location duung the primacy teim of this Lease A Lessee shall have the right to reloeat~ its facilities to the new airport at a suitable locatma under the see or similar tears of tMs Lease ABrmednent. The cost of relocatian of Lessee's facilities will tie shared by Lessor and Lessee •U3 AVIAIM (CROUP FBOA U - nays 23 is propotion to the number of years reindning on the lunacy tam of ibis L= w Amt. In this regard Lessw va be revonsible for 1/30 of the such cats kc every year remaining on the Primary tam XV. S PROVISIONS A. ENTIRB_ACsRFNT. This Lease Agreement consftfts the entire UMI Ian ling between the parties and as of its Effective Date m4=sedes all prior or inkmdeat Agreements between the patties cavemg dm subject mana hemot Any change c r modzfic~ hereof shall be in writing signed by both }parties. B. BRIDM All covenants, stipulations sand apmeuts heraran sAH e lend to, bind and inure to the bm&t of the legal x tines, sucoessors and wd ps ofthe rave parties hereto. C. S . N a provision hereof shall be finally declared void or Megal by any court or admi ve agency having juw&,ctian, the entire Lease Agreement shall not be void, but the g provisions shall contimxe in effect as ugly as possible in accordance with the original intent ofthe patties. D. NOTICE. Any wtice given by one party to tW oilier in aa' widt this Lie Amt shall be in writing and shall be semi by certified mail, return rooeipt reguwt4 with postage fees prepaid or via fimaade as follows: 1. Ifto Lessor, addressed to: C ity managra City of Denton 215 E. McKinney Street. Denton, Tenets 76MI FaxNo.944349.8596 2. XtoLessee6addressedto: W.A. Raper Val, Managing Pat w Sykes-Vax#m kmftne is LLC 4850 Spartan Drive Imo, Texas 76207 Phone 940383.2494 Fax Nd. 940381-5383 F. HEADINGS, MW headinp used in this Lease Agrcemmtt are intendod for convenience of xef m=e only and do riot define or limit the scope or meaning of any provision of this Agreement. - US AVIA•tM GROUP FBO AAREEdffiNr - Page 24 F. VEnWo LAW AND This Lease Agreement is to be construed in aw=lanoa with the laws of the State of Texas and is Folly performable in Denton Cowaty, Team Exclusive venue for any lawsuit to cArce the terms or conditions of this Lease Agrement shall be a court of competent jurisdiction in Denton County, Texas. G. NO WAIVER. No waiver by Lessor or Lessee of any default or breach of covenant or term of this Lease Agreement may be heated as a waiver of any suibsequent default or breach of the same or any other c oveaaant or team of ibis Lease AgreenmaL ILL NO AMU. During all times that this Lease Apmnent is in effect, the parties agree that Lessee is and shall not be deemed an agent or emplogee of the Lessor. 1. FORCE A~IAJEiTRE. None of the Parties shall be in default or othavvise liable for any delay in or failure of performance under this Lease Agtment if such delay or failure arises by any reason beyond their reasonable control, including any act of God, any acts of the common enemy or tefformn, the elects, eardqualms, floods, fires, epidemics, not% failwres or delay in tausportat'toa or communications. However, lack of funds shall not be deemed to be a reason beyond a Party's reasonable c omb ol. The Parties will promptly inform and consult wit each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Lease Agreement. L SUPERCEDES EM-MG LEASE. This Lease Agreement stTen=ks and talm the glace of the E sting Lease in its entirety. IN WITNESS WBEREOF, the parties have exou ted this Lease Agreement as of the Effective Date first above wriftea. CITY OF DENTON, TEAS, ~ BY: GtE C_ CAMPBELL, C1W MANAGER ATTEST' JENNIFER WALTERS, CITY SECRETARY BY: 7,0 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: k< Z~--- Us AVLATMOROM1JP FSO AGREEMENC - Page 25 $YE.S-VAUGHAN iNVESTA+fN► LLC A Texas L=ded Lkbflity company BY. ROPER VA ,MAN PARTNER WAVIAMONGROUPMAGREBM-Tr - rage 25 A - TBE STATE OF TBSAS § COUiV N OF DMfM This i *mftm9 was aged o~eme a~ 009, bg Gemp Q CampbA CRY Mgmew of tie Qy of Dwom Tries, on beW of said N AMY FUUX~ STATE OF TEXAS ! JANE E. RICHARDSON r Ivry Pu69e, State of Yexas My Commission Expires June 27, 2049 THE ►STAn OF MDM ~ COMUY OF DENTO 1 § Tms n was adhwwhxW beta me as thcAo coy of i t M by Sylm-V a Iav , "C., a low wed Zdy aompsay, as of said J2 1 Y BTA 1EXAS ,r►py SHARO K. HARRIS Notary Pub k State o texas 'Alit am; v October 30. 2011. lXAVM330KGR0MMAGRB8bgW pa" 27 .9 11~ 6a ' e' rXiTYN 4 f,. ' %MOP The Narfh Texas Airypornt Chorce rkdr-j"N .1 5000 AIRPORT RD •DENTON, TEXAS 76207 •(940)349-773 -FAX (940) 049-7239 DENTON MUNICIPAL AIRPORT January 15, 2010 Denton Municipal Airport 5000 Airport Road Denton, Texas 76207 Western Petroleum Company Suite 102, Cabriole Center 9531 West 78th Street Eden Prairie, MN 55344 Dear Mr. Jewett: This letter is to confirm that Sykes-Vaughn Investments LLC dba U S Aviation Group, LLC 4850 Spartan Drive, Denton, TX 76207 ("Sykes-Vaughn") is presently in lawful possession of certain premises at Denton Municipal Airport. We agree that Western Petroleum Company (Western) has and will have a first priority security interest in the Fuel Farm to be constructed by Sykes-Vaughn at Denton Municipal Airport that will include one 12,000 gallon Avgas 100LL tank and one 12,000 gallon Aviation Jet Fuel tank (both tanks are UL2085 Fireguard Stainless Inner Tank with Porch and Rainshield) including associated equipment, which will be located on the parcel of land at the Airport further described and defined in Exhibit A. Further, we agree that if Sykes-Vaughn defaults in any of its obligations to Western, Western will have the right to enter upon the property for the purpose of foreclosing its liens and selling the fuel tanks and associated equipment and generally enforcing its security interest in the collateral. Very truly yours, George Campbell, City Manager City of Denton, Texas Date "Dedicated to Quality Service" www. cityofden torn. cony i i [7.E191 AC. fiRACT 4 LG I r n i rfI%,tr „ r`;, ❑ LJT EA 5-T AIRPORT ADDITION EXHIBIT TRACT ,Aric, rt Sul-t e\'i11 F, t E T' I OF Estoppel ltr Doc# 3130409\2 9/2002 Excerpt from DRAFT Airport Advisory Board Minutes for January 13, 2010 VI. Receive a report, hold a discussion and take appropriate action regarding an Estoppel requested by Skyes-Vaughan Investment, LLCIU.S. Aviation Group to accommodate a construction loan for a new fuel farm. Mr. Hix explained to the Board why Skyes-Vaughan Investments, LLC would like an Estoppel for the financing to construct a new Fuel Farm. The fuel farm will include state of the art fuel containers. The estoppel relates to the fuel tanks only, and, all other improvements, such as the containment structure and operating controls, will be treated as permanent improvements under terms of the original lease. Airport Management recommends approval of this Estoppel. Dr. Smith recommends a motion for the Estoppel for the financing to construct the Fuel Farm. Mr. Fykes seconded the motion. Motion carried 7-0. This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 DEPARTMENT: City Manager's Office CM: George Campbell, City Manager SUBJECT Consider adoption of an ordinance ordering an election to be held in the City of Denton, Texas on May 8, 2010, and, if a runoff election is required, on June 12, 2010, for the purpose of electing Council Members to Places 5 and 6 and electing a Mayor to Place 7 of the City Council of the City of Denton, Texas; prescribing the time and manner of the conduct of the election to be in accordance with an agreement with the Elections Administrator of Denton County; prescribing the form of the ballot; providing for notice; providing for publication of notice of this election; providing a severability clause; providing an open meetings clause; and providing for an effective date. BACKGROUND Approval of this ordinance would formally call the May 8, 2010 City Council election. It also indicates that the City will be entering into an election agreement with the Denton County Elections Administrator to perform various election functions. The new Elections Administrator, Frank Phillips, has offered a "full service" joint election agreement to the jurisdictions within Denton County. Denton County would be responsible for conducting the May election similar to the joint elections the City has had with them for November elections. Mr. Phillips is striving to provide uniformity to voters by establishing set polling locations for all types of elections such as March primaries, May general elections and November general elections. City of Denton voters will not notice any difference in polling locations on Election Day as the County will be using the City's standard Election Day locations at the MLK Recreation Center, North Branch Library, North Lakes Recreation Center and Denia Recreation Center. Early Voting will be conducted at the Carroll Administration Building with a possible satellite location at City Hall if requested. Early Voting balloting will be all electronic; Election Day balloting will be electronic unless paper is requested by the City. This contract will also provide a substantial cost savings to the City as the election costs will be prorated among all the entities contracting with the County. For example, the cost for equipment rental with the joint contract would be $115 for the electronic machines as opposed to $300 for a regular municipal election and $155 for the ballot paper scanner as opposed to $500 for a regular municipal election. As the deadline for notifying the County for inclusion in the joint agreement is February 15, 2010, the ordinance approving the joint election and accompanying agreement will be on the March 2, 2010 agenda. A more detailed cost analysis will be available once the number of participating entities is known. Should the City decide not to participate in the joint election with Denton County, election procedures would be the same as far as voting locations and types of ballots but the costs would be greatly increased. Respectfully submitted: Jennifer Walters City Secretary scour documentslordinances1101election calling 050810.doc ORDINANCE NO. AN ORDINANCE ORDERING AN ELECTION TO BE HELD IN THE CITY OF DENTON, TEXAS, ON MAY 8, 2010 AND, IF A RUNOFF ELECTION IS REQUIRED, ON JUNE 12, 2010, FOR THE PURPOSE OF ELECTING COUNCIL MEMBERS TO PLACES 5 AND 6 AND ELECTING A MAYOR TO PLACE 7 OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS; PRESCRIBING THE TIME AND MANNER OF THE CONDUCT OF THE ELECTION TO BE IN ACCORDANCE WITH AN AGREEMENT WITH THE ELECTION ADMINISTRATOR OF DENTON COUNTY; PRESCRIBING THE FORM OF THE BALLOT; PROVIDING FOR NOTICE; PROVIDING FOR PUBLICATION OF NOTICE OF THIS ELECTION; PROVIDING A SEVERABILITY CLAUSE; PROVIDING AN OPEN MEETINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. SECTION 1. A municipal election is ordered to be held in the City of Denton, Texas on Saturday, May 8, 2010, such date being a uniform election date as defined in Tex. Elec. Code §41.001, as amended (the "Code"), for the purpose of electing council members for Places 5 and 6 and electing a mayor to Place 7. In the event a runoff is required, the runoff election shall be held on Saturday, June 12, 2010. SECTION 2. The election and early voting shall be conducted at the time and in the manner specified in and in accordance with an agreement between the Election Administrator of Denton County and the City of Denton. SECTION 3. The manner of holding such election and all questions pertaining thereto shall be governed by the election laws of the State of Texas. SECTION 4. The City Council has found and determined that the meeting at which this Ordinance is considered is open to the public, and that notice thereof was given in accordance with provisions of the Texas open meetings law, Tex. Gov't. Code ch. 551, as amended, and that a quorum of the City Council was present. SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. PRESENTED, PASSED AND APPROVED on the day of , 2010 at a regular meeting of the City Council of the City of Denton, Texas, by a vote of ayes and nays at the regular meeting of the City Council of the City of Denton, Texas. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR scour documentslordinancesllOlclection calling 050810.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 DEPARTMENT: Electric Department ACM: Howard Martin, ACM 349-823? SUBJECT: Consider adoption of an ordinance of the City of Denton, Texas amending the Denton Municipal Electric Rate Ordinance contained in Ordinance No. 2009-218, solely as to Rate Rider ECA (Energy Cost Adjustment); providing for a repealer; providing for a severability clause; and providing for an effective date. The Public Utilities Board recommends approval (5-0). BACKGROUND: Amend Schedule ECA to the FY 2009-2010 Electric rate ordinance. The agenda materials are attached to the Closed Meeting Memorandum for this item on today's agenda. OPTIONS: Approve, modify or deny the proposed ordinance. RECOMMENDATION: Staff recommends approval. PRIOR ACTION: This item was presented to the Public Utilities Board on January 25, 2010. The Public Utilities Board recommends approval (5-0). FISCAL INFORMATION: No impact upon DME ratepayers. EXHIBITS: 1. Ordinance 2. PUB Meeting Minutes Respectfully submitted, "CODA-D D paPonents,Ut lit ee Admini t do iShared City Council\CC 3010\Febniar} 2, 3010\3%- DME Rate Ordinance pf AIS 3010 ECAAntended Ordinance DMUmcdoc ORDINANCE NO. 2010- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING THE DENTON MUNICIPAL ELECTRIC RATE ORDINANCE CONTAINED IN ORDINANCE NO. 2009-218, SOLELY AS TO RATE RIDER ECA (ENERGY COST ADJUSTMENT); PROVIDING FOR A REPEALER; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. The City of Denton, Texas sets rates for electric energy usage and electric services rendered for the ratepayers of Denton Municipal Electric that must take into account many financial factors, such as the price of energy, and these factors are constantly changing, the Public Utilities Board has received information and briefings during three of its meetings in the year 2010, and has fully discussed and now unanimously recommends to the City Council an amendment solely to Electric Rate Ordinance - Schedule ECA, in order to reflect and take into account the changed financial factors, the present needs of Denton Municipal Electric and the need to achieve rate stabilization for its ratepayers; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Schedule of Rates for electrical services as provided for in Chapter 26 of the Denton Code of Ordinances, is amended solely by substituting the attached Schedule ECA (Energy Cost Adjustment), in lieu of and in substitution for the previous Schedule ECA, which appeared at pages 38-39 of Ordinance No. 2009-218, signed and approved by the Council on September 22, 2009: ELECTRIC RATE SCHEDULE Schedule ECA - Energy Cost Adjustment Pages 38-39 SECTION 2. All ordinances or parts of ordinances in force when the provisions of this ordinance become effective which are inconsistent, or in conflict with the terms or provisions contained in this ordinance are hereby repealed to the extent of any such conflict. SECTION 3. If any section, subsection, paragraph, sentence, clause, phrase or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 4. The amended Schedule ECA - Energy Cost Adjustment is attached hereto as Exhibit "A" and is incorporated herewith by reference for all purposes. SECTION 5. This ordinance and the rate herein adopted as the amended Schedule ECA - Energy Cost Adjustment shall become effective, charged, and applied to the electric services rendered by Denton Municipal Electric and all energy usage pertaining to this rate, by customers of Denton Municipal Electric, on or after March 1, 2010, and a copy of said rates shall be maintained in the office of the City Secretary. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY p By. SCHEDULE ECA ENERGY COST ADJUSTMENT (Effective 03/01/10) The Energy Cost Adjustment (ECA) rate shall be set by the Public Utilities Board (PUB). The ECA rate shall be reviewed on a monthly basis and adjusted as defined below to recover the variable cost of energy delivered to customers. Variable energy cost includes the variable cost of Texas Municipal Power Agency (TMPA) energy (excluding the portion of TMPA's energy charge associated with fixed costs), the variable cost of purchased energy (excluding demand payments or fees for services), and fuel costs. ENERGY COST ADJUSTMENT BALANCING ACCOUNT CALCULATION The ECA Balancing Account shall be calculated using the following formula: ECA Balancing Account = (Actual plus Projected ECA revenue) - (Projected Energy Cost) Where: Projected Energy Cost = (Actual plus Projected cumulative cost of fuel) +(Actual plus Projected cumulative variable cost of TMPA energy) + (Actual plus Projected cumulative variable purchased energy cost). The General Manager, Denton Municipal Electric (DME) or his/her designee shall calculate the ECA Balancing Account balance monthly. In the event that the ECA Balancing Account balance calculated during the last month of each fiscal quarter (December, March, June, and September) is greater than or less than zero dollars ($0) by $5,000,000 or more during the next quarter, the General Manager, DME or his/her designee shall recommend to the PUB an ECA rate adjustment sufficient to recover/return any under/over collection, and maintain DME in a financially sound position. The PUB shall consider that recommendation and may adjust the ECA rate for the quarter immediately following as necessary to maintain DME in a financially sound position. ENERGY COST ADJUSTMENT CALCULATION ECA = [(Projected Energy Cost) + (ECA Balancing Account)]/(Projected kWh sales) ENERGY COST ADJUSTMENT CHARGE The Energy Cost Adjustment Charge shall be based on actual kWh consumption during the billing period. Energy Cost Adjustment Charge = kWh x ECA rate EXTRAORDINARY CIRCUMSTANCE ECA RATE ADJUSTMENT In the event that the ECA Balancing Account balance calculated for any month is greater than or less than zero dollars ($0) by $10,000,000 or more during the next month, the General Manager, DME or his/her designee shall recommend to the PUB an ECA rate adjustment sufficient to recover/return any under/over collection, and maintain DME in a financially sound position. The PUB shall consider that recommendation and may adjust the ECA rate for the month immediately following as necessary to maintain DME in a financially sound position. END OF THE FISCAL YEAR ADJUSTMENT At the end of each fiscal year, if the amount of the ECA Balance exceeds $5,000,000, then the PUB shall consider whether or not any amount of the ECA balance over $5,000,000 should be transferred to the Electric Rate Stabilization Fund for the primary purpose of paying down the City of Denton's debt related to the TMPA. In such case, the PUB shall make their recommendation to the City Council for consideration. Any such amount of the ECA balance transferred to the Electric Rate Stabilization Fund shall subsequently be used for customary Rate Stabilization purposes or to pay down the City of Denton's debt related to the TMPA pursuant to decision by the City Council and following consideration of any recommendation made by the PUB. DRAFT MINUTES PUBLIC UTILITIES BOARD January 25, 2010 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas was present, the Chair of the Public Utilities Board thereafter convened into an open meeting on Monday, January 25, 2010 at 9:02.m. in the Service Center Training Room, City of Denton Service Center, 901-A Texas Street, Denton, Texas. Present: Chair Dick Smith, Bill Cheek, Phil Gallivan, Bill Grubbs and Barbara Russell Ex Officio Members: George C. Campbell, City Manager Howard Martin, ACM Utilities Absent: John Baines and Randy Robinson, both excused CONSENT AGENDA: The Public Utilities Board has received background information, staffs recommendations, and has had an opportunity to raise questions regarding these items prior to consideration. 1) Consider recommendation for amendment of Electric Rate Ordinance, ECA Rate Rider. Board Member Russell moved to approve Item 1 with a second from Board Member Grubbs. The motion was approved by a 5-0 vote. The meeting was adjourned by consensus at 9:54 a.m. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 DEPARTMENT: Parks and Recreation Department ACM: Fred Greene SUBJECT Continuation of a public hearing on the Sale of the Denton Branch Rail Trail Corridor owned by the City of Denton to the Dallas Area Rapid Transit Authority (DART) for the purposes of reactivation of a rail line between Denton and Carrollton and consideration of an ordinance granting approval for the sale and transfer of the Denton Branch Rail Trail from approximately Mile Post 721.89 to Mile Post 729.5 for the purpose of a commuter railroad in accordance with Chapter 26 of the Texas Parks and Wildlife Code; and providing an effective date. BACKGROUND The Parks, Recreation and Beautification Board recommended approval of providing a railroad easement along the Denton Branch Rail Trail corridor on October 2, 2006. This approval was for a Memorandum of Understanding (MOU) document between the City of Denton and Denton County Transportation Authority (DCTA) for the future construction of a Rail Commuter line between Denton and Carrollton. The Denton County Transportation Authority (DCTA) requested an easement on the Denton Branch Rail Trail in order to construct the rail commuter railroad from downtown Denton to Carrollton to connect with the Dallas Area Rapid Transit (DART) light rail line. During the development of an agreement to start this construction, it has been determined through the line sale agreement with the Union Pacific Railroad, the railroad assigned its reversion interests to DART during a sale of several miles of underutilized rail lines in the Metroplex. DART acquired the Denton Branch rail line from Dallas to Lake Dallas at Burl Street in Corinth. The Union Pacific Railroad assigned any remaining rights they may have in the reversion of the corridor back to a railroad to DART during this purchase agreement. The Denton Branch Rail Trail is a rail banked corridor being used as an interim trail through the National Trail Act. The corridor is banked from abandonment as a railroad until it may be re- activated. With DART having the first ability to reactivate the line and having notified the City of its intent to do so, it is prudent to negotiate terms allowing the City to reserve easements for utilities and a new trail corridor, while allowing the two transit authorities to work through agreements on reconstruction of the railroad for rail commuter train service. State law as defined in Chapter 26, Protection of Public Parks and Recreational Lands, of the Texas Parks and Wildlife Code requires that: (a) a municipality of this state may not approve any program or project that requires the use or taking of any public land designated and used prior to the arrangement of the program or project as a park unless the municipality, acting through its duly authorized governing body or officer, determines that: (1) there is no feasible and prudent alternative to the use or taking of such land; and (2) the program or project includes all reasonable planning to minimize harm to the land, as a park, resulting from the use or taking. (b) A finding may be made only after notice and a hearing as required by this chapter. " Parks and Recreation Department and City staff have reviewed all possible alternatives in light of the planning to minimize harm, and recommends that the Council make the required findings. OPTIONS As discussed in Closed Session. RECOMMENDATION As discussed in Closed Session. ESTIMATED SCHEDULE OF PROJECT Construction is projected to begin in 2010. PRIOR ACTION/REVIEW The Parks, Recreation and Beautification Board gave its approval to a MOU at the October 2, 2006 meeting by a vote of 6 to 0. On November 2, 2009, the Parks, Recreation and Beautification Board came to a consensus that the CAN, should go forward with the public meeting in regard to this particular matter. On December 1, 2009, Council continued this item to December 8, 2009. On December 8, 2009, Council continued this item to December 15, 2009. On December 15, 2009, Council continued this item to January 12, 2010. On January 12, 2010, Council continued this item to February 2, 2010. FISCAL INFORMATION Contracts relating to rail reactivation specify the purchase price of the subject rail corridor. FXHrurTc 1. Map 2. Park, Recreation and Beautification Board Minutes of November 2, 2009. Respectfully Submitted: . m' ov Emerson Vorel, Director Parks and Recreation Department Prepared by: Bob Tickner, Superintendent Parks and Recreation Department Exhibit A Denton Branch Rail Trail Mileposts 721.5-729.5 Hickory Street, MP 721.5 Pier Plant Denton Branch Rail Trail right of way SS V, i m I ~ f - (1: a Denton Branch Rail Trail ' , adyShores right of way +r Burl Street, MP 729.5 ~ r Swisher Rd FM 2181 kk Denton Branch Rail Trailk. City Limit line 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 Parks, Recreation and Beautification Board Minutes November 2, 2009 Civic Center Conference Room DRAFT Members present: Vicki Byrd, Allvson Coe, Derrick Murray, Janet Shelton, Jennifer Wages Members absent: Carol Brantley, Mike Simmons Staff present: Emerson Vorel, Jim Mavs, Bob Tickner, Man- Aukennan, Amanda Green, Janie McLeod Additional Staff present: Citv Attorney, Anita Burgess and KDB Group: Aimee Dennis, Jannibah, Coleman Mendie Schmidt Ally son Coe called the meeting to order at 5:58 p.m. AWARDS AND RECOGNITIONS: Jim Mars announced that the Parks Maintenance staff had won I" place in the TRAPS Region 2 Parks Rodeo and placed 2" d in the entire Metroplex. Since most of the KDB staff members are new, Aimee Dennis, KDB Program Manager, introduced herself and the KDB staff, explaining their specific areas of responsibilM,. Aimee explained that, although the three KDB staff members are paid through City, of Denton Parks & Recreation, Keep Denton Beautiful, Inc. is a non-profit organization. APPROVAL OF MINUTES OF October 5, 2009 MEETING: Derrick made a motion that the minutes be approved as written, Jennifer seconded the motion and the minutes were approved with a vote of 5 to 0. ACTION ITEMS: a) Approval of 2010 Park Board Meeting Schedule - The exceptions to the Board meeting on dates other than the first Monday, of each month were reiterated. MOTION: There being no further discussion, Jennifer made the motion to approve the 2010 Park Board Meeting Schedule as presented; Janet seconded the motion and the schedule passed with a vote of 5-0. b) Sale of Alcoholic Beverages At Mardi Gras - Janie explained that the Mardi Gras is an event that the Rotary Club has held for several years, but, with the changes recently made to the Alcohol Ordinance, this was the first event selling alcoholic beverages inside the Civic Center to be brought before the Park Board for their approval. Emerson pointed out that only events open to the public will be presented to the Park Board; private events, such as wedding receptions and Quinceaneras, need only the approval of the Citv Manager or his designee, as thev have in the past. Janie assured the Board that the Rotary Club will comply with the other requirements needed for an event with alcohol, such as security and insurance. MOTION: There being no further discussion, Janet made the motion to approve the Mardi Gras event with the sale of alcoholic beverages in the Civic Center, Jennifer seconded the motion and it passed with a vote of 5-0. PARKS PROJECT STATUS REPORT Avondale Park Lighting and Landscape Improvements - The lights are up and operating, which should help to abate vandalism. The sidewalk replacement will be next. Briercliff Park Design and Development Project - The project is progressing. 1 Denton Branch Rail Trail Bridges Project - This project has been deferred to the City Attorney and 2 Engineering. There will be a pedestrian and bicycle bridge over 288. 4 Neighborhood Park Design: Preserve at Pecan Creek, Owsley Park and Wheeler Ridge - Bob 5 brought a concept plan for Wheeler Ridge trail layout. Part of the trail is in an elevated area. Seating 6 nodes are planned for various sites along the trail. Concept plans are also in the works for Preserve at 7 Pecan Creek and Owsley Park which will be presented to the Park Board when they are completed. 8 9 North Lakes Adult Soccer Field Development Project - There will be a public meeting at the North 10 Lakes Annex on Riney and Windsor on Thursday, December 3rd at 6:30 p.m. for this project. The Park 11 Board is invited to attend. It is hoped that this project will got out for bids in March and be completed the 12 spring of 2011. 13 14 North Lakes Park Goldfield Tennis Center - This project is on hold as we look at options for its future. 15 16 Senior Center Renovation and Expansion Project - The Senior Center project is still on schedule with 17 completion estimated for January 2010. Asbestos abatement is done in the main building; walls are being 18 built. An open house will take place when the project is completed. Work in the parking lot is going on 19 as well. 20 21 Unicorn Lake Trail and Landscape Project - The trail is complete and lighted. The landscaping has 22 been held up because of the bad weather. October only had 4 workable days. It is hoped the project will 23 be completed November 2009. 24 25 KEEP DENTON BEAUTIFUL UPDATE 26 This year's Tree GiveAway was very successful. All trees were give out by pre-registration. In the past it 27 had been first come, first served which resulted in long lines of cars. Times were given out with the on- 28 line registration in half hour increments, which helped get rid of the long lines. 29 30 PUBLIC ART COMMITTEE MEETING MINUTES 31 The minutes are presented in the Park Board packet for their review. 32 33 At this time, Allyson announced that the Board would go into Closed Session for the remainder of the 34 meeting to discuss the valuation and possible sale of park real property. City Attorney, Anita Burgess, led 35 the discussion. The Board came to a consensus that the CAN, should go forward with the public meeting in 36 regard to this particular matter. 37 38 Upon completion of the discussion in Closed Session, All\, son announced that the meeting was once again 39 open to the public. 40 41 With no further business on the agenda, Allyson asked for a motion to adjoum. Janet made the motion to 42 adjoum, Carol seconded the motion and the meeting was adjoumed at 7:02 p.m. s:lour documentslordinances1091dart ordinance for sale and transfer of dentin branch rail trail corridor 12-8-09.doc ORDINANCE NO. AN ORDINANCE GRANTING APPROVAL FOR THE SALE AND TRANSFER OF THE DENTON BRANCH RAIL TRAIL FROM APPROXIMATELY MILE POST 721.89 TO MILE POST 729.5 FOR THE PURPOSE OF A COMMUTER RAILROAD IN ACCORDANCE WITH CHAPTER 26 OF THE TEXAS PARKS AND WILDLIFE CODE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Section 26.001 of the Texas Parks of Wildlife Code ("Chapter 26") provides that public land designated and used as a park may be sold and transferred if the City Council finds after notice and hearing that there is no feasible and prudent alternative to the use of such land for the proposed project and the proposed project includes all reasonable planning to minimize the harm to the park resulting from such use; and WHEREAS, the City of Denton, Texas ("City") was quitclaimed the Denton Branch Rail Corridor (the "Property") by Quitclaim (herein so called) from Union Pacific Railroad Company, successor to Missouri Pacific Railroad Company, pursuant to and conditioned upon the terms of that certain Line Sale Contract (the "Line Sale Contract"), dated July 2, 1993, by and between the Missouri Pacific Railroad Company and City, and WHEREAS, the Quitclaim is expressly subject to the Line Sale Contract and the terms and conditions of a Certificate of Interim Trail Use ("CITU') issued by the Interstate Commerce Commission pursuant to the National Trails System Act; and WHEREAS, the Line Sale Contract contains certain conditions and covenants purportedly limiting and conditioning the interests, if any, quitclaimed to City pursuant to the terms thereof and the Quitclaim; and WHEREAS, the Line Sale Contract provides, among other matters, that in the event of reactivation of rail service upon the lands quitclaimed to City pursuant to the Quitclaim, City shall transfer such Property to Missouri Pacific Railroad Company or other acquiring entity; and WHEREAS, Dallas Area Rapid Transit ("DART") is the successor in interest to the rights of the Missouri Pacific Railroad Company under the Line Sale Contract and Quitclaim, and possesses the power of eminent domain; and WHEREAS, DART has elected to reactivate rail service upon the lands quitclaimed by the Quitclaim pursuant to notice letter dated September 14, 2009 delivered to the City; and WHEREAS, City, pursuant to the terms of the Line Sale Contract and the Quitclaim, and due to the paramount public purpose of rail use and its compatibility with the existing trail use under the CITU and City's use of the corridor for water pipeline and other utility purposes, desires and is required by the Line Sale Contract to quitclaim, the Property to DART; and S.VOur Damn-WOrdioanCO IWDART Ordi-c for sale and Vmsfn ofDmtcn Rrmich M17Yail corridor 12-34:9.dx WHEREAS, it is the understanding of the City that DART and the Denton County Transportation Authority ("DCTA") desire to improve public transportation to the City of Denton and Denton County by construction of a commuter rail line from Denton to Carrollton upon the Property; and WHEREAS, on November 2, 2009, the Parks and Recreation Board held a meeting and received testimony from City staff regarding the sale and transfer of the Property to DART and reached concurrence there is no feasible and prudent alternative available to the quitclaim of the Property to DART ("DART Quitclaim'); and WHEREAS, the City provided notice in the Denton Record Chronicle on November 9, November 16, and November 23, 2009 of a Public Hearing to be held on December 1, 2009 in the Council Chambers to consider the alternatives available in accordance with Chapter 26; and WHEREAS, the Public Hearing was continued by the City Council at the meeting of the City Council on December 1, 2009 to the meeting of the City Council on December 8, 2009; and WHEREAS, the City Council on December 1, 2009, and December 8, 2009, received testimony from City staff and citizens regarding alternatives to the sale of the Property available, which includes, but is not limited to, the following: a. It is anticipated that DART, who is also the owner of the rail line south of mile post 729.5, will enter into an agreement with DCTA wherein DCTA will agree to construct a rail commuter line on the Property as well as re-constructing the Denton Branch Rail Trail pedestrian-bicycle trail along side the proposed rail line. The City will reserve an easement for the pedestrian-bicycle trail from the DART Quitclaim for the time period prescribed therein. This appears to be the most feasible and prudent action in order to satisfy the requirement to assign the Property to DART and continue to maintain the ability to provide recreational use and alternate transportation opportunities to Denton citizens for the time period prescribed in the DART Quitclaim. WHEREAS, the City Council finds that this matter above does not fall within the purview of Section 253.001 of the Texas Local Government Code; and WHEREAS, the City Council finds that there is no feasible and prudent alternative to the quitclaim of the Property to DART and the reservation of the pedestrian-bicycle easement in the DART Quitclaim will allow the surface of such park land effected to remain useable for the period of time prescribed in the DART Quitclaim for the park patrons once the construction of the commuter rail line and replacement trail improvements are completed; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1. The City Council of the City of Denton finds there is no feasible and prudent alternative to the quitclaim of the Property to DART and that the DART Quitclaim Page 2 of 3 S~~Onr A-mtslOrdinances WDAAT Ordinance for sale and transfer Menwn Branch Rail Trail corridor 12-8-o9,dac includes all reasonable planning to minimize harm to the Property as a pedestrian-bicycle trail resulting from the quitclaim of the Property to DART. . SECTION 2. The quitclaim of the. Property shall be composed by the City Manager or his designee and approved by the City Attorney allowing the use of the park property as referenced above. SECTION 3. The rights and benefits set forth in this ordinance may not be assigned without the express written consent of the City. SECTION 4. The recitals of this ordinance are herein adopted and incorporated as findings of the City Council of the City of Denton. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2009. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: Page 3 of 3 AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 DEPARTMENT: Utilities ACM: Howard Martin, 349-8232 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute an Advance Funding Agreement for a Project Using Funds held in the State Highway 121 Subaccount in the amount of $57,689,189.00 between the City of Denton, Texas and the State of Texas for the widening and construction of Bonnie Brae Road from the Interstate Highway 35 East (I1-135E) service road south to U.S. Highway 377, authorizing the expenditure of funds therefor; and providing an effective date. BACKGROUND The City of Denton applied for regional toll revenue (RTR) funding from S.H. 121 tolling proceeds for several major transportation projects in August 2007. The following is a brief timeline of some of the more significant milestones in this process: • In August 2008, the City was notified that the Bonnie Brae project (widening of Bonnie Brae Road from its existing collector configuration to a secondary arterial section from 11-13 5E south to U. S. Hwy. 377 - refer to Exhibit 1) was selected for RTR funding. • Initially it was thought that this funding would be distributed to the various applicants through the North Central Texas Council of Governments (NCTCOG); however, in late 2008 the Texas Attorney General (AG) published an opinion that essentially stated these State funds could not be held and distributed by a third party. • Between the publication of the AG's opinion and spring 2009, there were numerous discussions between NCTCOG, the RTC and TxDOT about their respective roles in the use and management of these funds. • Not long after that, the City received a draft contract from the State for use on each of the RTR contracts approved for funding (ITS, Park's pedestrian bridge and the two large transportation projects). After some discussions with the State and the City's Legal Department with regard to wording and clauses within the contracts, some minor wording modifications were allowed by the State, after which the State forwarded a single draft contract back to staff in July 2009. Inasmuch as it was less than desirable to have a single contract for all four projects, after confirming that the language in the revised draft matched the revisions agreed upon previously, staff sent back four contracts (one for each project) to the State in July 2009 showing the relevant changes made. • The State notified staff on September 28, 2009 that all four of the City's contracts had been approved in Austin. Exhibit 2 is the approved contract (Advanced Funding Agreement or AFA) for Bonnie Brae Road. Attachment A of the AFA for Bonnie Brae Road in Exhibit 2 sets forth the payment provisions and timing for the funding of this project. The total funded amount of the project is $57,689,189.00, with $46,151,351.00 coming from the State and $11,537,838.00 provided by local match. Denton County approved the expenditure of $2,000,000.00 from Precinct 4 as part of their TRIP '08 program. The City will enter into an ICA with the County for the receipt and use of these funds consistent with the timing of the receipt of the RTR funding (prorated percentage based on fiscal year). A total of $9,537,838.00 of the required local snatch will need to be provided from the City of Denton. After approval at City Council and execution, the ICAs and the AFA contracts will be routed back to Denton County and TxDOT respectively for further execution by those two entities OPTIONS 1. Approve the funding for the Advanced Funding Agreement. 2. Reject the funding for the Advanced Funding Agreement. RECOMMENDATION Staff recommends approval of the Advanced Funding Agreement between the City of Denton and the Texas Department of Transportation in the amount of $57,689,189.00 for the widening and improvement of Bonnie Brae Road. PRIOR ACTION/REVIEW (Council, Boards, Commissions) 1. Mobility Committee Meeting - October 24, 2009. 2. CIP Oversight Committee Meeting -January 7, 2010. FISCAL INFORMATION The City's share of the local match will be required per fiscal year (FY), and coincidentally per phase, in proportion to the State's allocation of the RTR funding as shown in Attachment A of Exhibit 2: • FY2010 - $1,066,286.05 for Engineering. • FY2011 - $425,511.73 for Utility Relocations and Right-of-Way (ROW) Acquisition. • FY2012 - $8,046,040.22 for Construction. It is probably worth noting that some amount of schedule flexibility/adjustment will likely have to be employed on this project inasmuch as the dollar amounts to spend in this timeframe are fairly significant. John Polster with Innovative Transportation Solutions (ITS), the City's transportation consultant, has communicated that the State has related to him their willingness to cooperate with the local entities as necessary to adjust AFA schedules to meet project timelines. The source of funding for the City's local match is proposed to be from a combination of reallocated funds from other General Fund Capital Improvement Projects (CIP) and possibly the sale of certificates of obligation or general obligation bonds. Reallocation amounts from various bond projects along with their funding source (type of bond and year sold) as recommended for FY2010 and FY2011 is shown on Exhibit 3. Based on records research and conversations with ITS, staff can find no further contractual obligation at this time with TxDOT for the use of the listed Fort Worth Drive Widening funds on the expansion of U.S. Hwy. 377 (totally funded through TxDOT and the County with RTR funding) or the funds remaining on Loop 288. Other than the completion of some minor sidewalk and retaining wall items, the Russell Newman Boulevard project is complete, and enough funding will be left in the project to complete these minor items. The other listed projects are completed. These reallocation amounts were presented to the CIP Oversight Committee for recommendation to City Council on January 7, 2010, and the Committee voted unanimously to recommend these transfers to Council for approval. It is unlikely that the City will be able to fund its entire FY2012 local match obligation through the reallocation of funds from other CIP projects, so it will be necessary to sell bonds to complete the City's local match obligation on Bonnie Brae. At this time it is recommended that a decision on a source for funding of the FY2012 be deferred until the project schedule is firmed up or finalized, probably after hiring a consultant for the design of the project in the spring of 2010. Staff will continue to update City Council on this project and its financial needs and will bring this item back to City Council for direction on FY2012 funding in a timely fashion. BID INFORMATION Not applicable. F,XHIRITS 1. Bonnie Brae Layout 2. Ordinance with Advance Funding Agreement 3. Table of Possible Bond Transfers 4. Mobility Committee Meeting Minutes Respectfully submitted, Frank G. Payne, P.E. City Engineer N BONNIE BRAE ROAD 1-35E to HWY 377 ORDINANCE NO. 2010- AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AN ADVANCE FUNDING AGREEMENT FOR A PROJECT USING FUNDS HELD IN THE STATE HIGHWAY 121 SUBACCOUNT IN THE AMOUNT OF $57,689,189 BETWEEN THE CITY OF DENTON, TEXAS AND THE STATE OF TEXAS FOR THE WIDENING AND CONSTRUCTION OF BONNIE BRAE ROAD FROM THE INTERSTATE HIGHWAY 35 EAST (IH 35E) SERVICE ROAD SOUTH TO U.S. HIGHWAY 377; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the "Bonnie Brae Road Project" designated by the State of Texas, acting by and through the Texas Department of Transportation ("TXDOT"), from the IH 35E service road south to U.S. Highway 377, and the City of Denton is ready to commence design and construction on the local highway improvement project generally described as "Bonnie Brae Road CSJ: 0918-46-245"; provided that the City of Denton, Texas enters into an agreement with TXDOT, which agreement provides for the receipt and use of funds held in the State Highway 121 subaccount; and WHEREAS, the Advance Funding Agreement which is to be entered into by the City and TXDOT respecting the improvements of Bonnie Brae Road that will, at all times, remain in the ownership of the City of Denton, provides that TXDOT will provide eighty percent (80%) of the project funding in the amount of $46,151,3151 and the City will provide 20% of the project funding as local match in the amount of $11,537,838; the total estimated amount of this Advanced Funding Contract is in the sum of $57,689,189; and WHEREAS, the said Agreement provides for the Actual Cost Agreement; the Schedule of Payments for the City of Denton, subject to final audit; and the Work Responsibilities of the City regarding the Bonnie Brae Road Project; and WHEREAS, the City Council having considered the Advanced Funding Agreements that is required by TXDOT, and considering the importance of the Bonnie Brae Road Project to the citizens of Denton, Texas, is of the opinion that it should approve the above-referenced Advanced Funding Agreement by and between the City and TXDOT; NOW THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The preamble to this ordinance is incorporated by reference herewith, and is made a part of this Ordinance. SECTION 2. The City Council authorizes, and in all things approves the execution of the Advanced Funding Agreement by and between the City of Denton, Texas and TXDOT by George C. Campbell, City Manager; a copy of the Advanced Funding Agreement is attached hereto as Exhibit "A" and is incorporated by reference herein; said Agreement being in the amount of $57,689,189. SECTION 3. The City Manager is hereby authorized by the City Council to expend all funds and to make such payments as are necessary under the Advanced Funding Agreement that is attached hereto and incorporated herein by reference. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY p By: 2 CSJ: 0918-46-245, Bonnie Brae Road: From IH 35 East to US377 District # 18; Code Chart 64 #11400 Funding Category: RTR (SH 121 Subaccount Funds) STATE OF TEXAS § COUNTY OF TRAVIS § ADVANCE FUNDING AGREEMENT FOR A PROJECT USING FUNDS HELD IN THE STATE HIGHWAY 121 SUBACCOUNT CITY STREET DEVELOPMENT Off-System Project THIS AGREEMENT (the Agreement) is between the State of Texas, acting by and through the Texas Department of Transportation (the State), and City of Denton (Local Government), collectively, the "Parties." WITNESSETH WHEREAS, the State has received money from the North Texas Tollway Authority for the right to develop, finance, design, construct, operate, and maintain the SH 121 toll project from Business SH 121 in Denton County to US 75 in Collin County ("SH 121 payments"); and WHEREAS, pursuant to Transportation Code, 228.006 the State shall authorize the use of surplus revenue of a toll project for a transportation project, highway project, or air quality project within the district of the Texas Department of Transportation in which any part of the toll project is located; pursuant to Transportation Code, §228.012 the State has created a separate subaccount in the state highway fund to hold such money (SH 121 Subaccount), and the State shall hold such money in trust for the benefit of the region in which a project is located, and may assign the responsibility for allocating money in the subaccount to a metropolitan planning organization (MPO); and WHEREAS, in Minute Order 110727, dated October 26, 2006, the Texas Transportation Commission (the "Commission") approved a memorandum of understanding (MOU) with the Regional Transportation Council (RTC), which is the transportation policy council of the North Central Texas Council of Governments (NCTCOG) and a federally designated MPO, concerning in part the administration, sharing, and use of surplus toll revenue in the region; under the MOU the RTC shall select projects to be financed using surplus revenue from a toll project, subject to Commission concurrence; and WHEREAS, the Local Government has requested money from the SH 121 Subaccount for: Bonnie Brae Road from IH 35 East to US 377 (0918-46-245) (Project); the RTC has selected the Project to be funded from the SH 121 Subaccount; and the Commission concurred in the selection and authorized the expenditure of money Minute Order No. 111854, dated June 25, 2009; WHEREAS, the Local Government is a political subdivision and governmental entity by statutory definition; and Page 1 of 9 CSJ: 0918-46-245, Bonnie Brae Road: From IH 35 East to US377 District # 18; Code Chart 64 #11400 Funding Category: RTR (SH 121 Subaccount Funds) WHEREAS, Government Code, Chapter 791, and Transportation Code, §201.209 authorize the State to contract with municipalities and political subdivisions to perform governmental functions and services; and WHEREAS, NCTCOG and the RTC should have authority to assist the Local Government's implementation of financial reporting and environmental review related to a transportation project funded by the State using money from the SH 121 Subaccount. NOW, THEREFORE, the Parties agree as follows: AGREEMENT Article 1. Time Period Covered This Agreement becomes effective when signed by the last party whose signing makes the agreement fully executed, and the State and the Local Government will consider it to be in full force and effect until the Project described herein has been completed and accepted by all parties or unless terminated, as hereinafter provided. Article 2. Project Funding The State will pay money to the Local Government from the SH 121 Subaccount in the amounts specified in Attachment A, Payment Provision and Work Responsibilities. Except as provided in the next succeeding sentence, the payments will begin no later than upon the later of the following: (1) fifteen days after the Legislative Budget Board and the Governor each approve the expenditure, in accordance with Rider 25 of the Texas Department of Transportation bill pattern in Senate Bill 1, 80th Legislature; and (2) thirty days after execution of this Agreement. If Attachment A shows that the RTC has allocated payments to the Local Government for a certain expenditure (e.g. construction) for the Project in a certain fiscal year, then the State will make the payment from the SH 121 Subaccount to the Local Government for such expenditure no later than 30 days after the beginning of the designated Fiscal Year. A Fiscal Year begins on September 1 (for example, the 2009 Fiscal Year began September 1, 2008). Article 3. Separate Account; Interest All funds paid to the Local Government shall be deposited into a separate account, and interest earned on the funds shall be kept in the account. Interest earned may be used only for the purposes specified in Attachment A, Payment Provision and Work Responsibilities, and only after obtaining the written approval of the RTC. The Local Government's use of interest earned will not count towards the 20 percent local match requirement set forth in this Agreement. Article 4. Shortfalls in Funding The Local Government shall apply all funds to the scope of work of the Project described in Attachment A, Payment Provisions and Work Responsibilities, and to none other. All cost overruns are the responsibility of the Local Government. However, should the funds be insufficient to complete the work contemplated by the Project, the Local Government Page 2 of 9 CSJ: 0918-46-245, Bonnie Brae Road: From IH 35 East to US377 District # 18; Code Chart 64 #11400 Funding Category: RTR (SH 121 Subaccount Funds) may make further request to the RTC and the State for additional funds from the SH 121 Subaccount. Funds may be increased only through an amendment of this Agreement. If the SH 121 Subaccount does not contain sufficient funds to cover the balance necessary to complete the Project, or if the RTC or the Commission decline the request for any other reason, then the Local Government shall be responsible for any shortfall. Article 5. Return of Project Funding The Local Government shall reimburse the State for any funds paid under this Agreement that are not expended in accordance with the requirements of this Agreement. Upon completion of the Project, the Local Government will issue a signed "Notification of Completion" document to the State acknowledging the Project's completion. If at project end, or upon termination of this Agreement, excess SH 121 Subaccount funds exist, including interest earned, such funds shall be returned to the State within 30 days. Except for funds the Local Government has already expended in accordance with the Agreement, the Local Government shall return to the State the funds paid under this Agreement together with any interest earned on the funds if the Project is not completed within 10 years of execution of the Agreement. Article 6. Local Match The Local Government shall be responsible for the required 20 percent local match as described in Attachment A, Payment Provisions and Work Responsibilities. The costs incurred by the Local Government prior to the execution of this Agreement will count towards the 20 percent local match requirement provided such costs are for RTC- approved phases as shown in Attachment A. At the end of each Fiscal Year the Local Government's cumulative expenditures of local match funds must be no less than 20 percent of the cumulative SH 121 Funds received by the Local Government up to that date under the Agreement, and must be for the uses approved for payments of SH 121 Funds up to that date as specified in Attachment A, Payment Provision and Work Responsibilities. Article 7. Procurement and Contracting Process The State may review the Local Government's procurement of professional services for engineering, surveying, and right of way acquisition, letting of construction contracts, and conduct of construction management and inspection. The Local Government shall certify compliance with applicable state law and regulations, and with local laws, regulations, rules, policies, and procedures. The Local Government shall maintain a copy of the certification in the project files. Article 8. Design Standards and Construction Specifications The Local Government shall implement the Project using the Local Government's established design standards, construction specifications, procurement processes, and construction management and inspection procedures. Page 3 of 9 CSJ: 0918-46-245, Bonnie Brae Road: From IH 35 East to US377 District # 18; Code Chart 64 #11400 Funding Category: RTR (SH 121 Subaccount Funds) Article 9. Right of Way Except for right of way owned by the State or to be acquired by the State according to the plans of the Project as approved by the State, the Local Government shall acquire all necessary right of way needed for the Project. Right of way acquisition is an eligible cost for reimbursement provided such cost is an RTC-approved phase as shown in Attachment A. Article 10. Utilities The Local Government shall be responsible for the adjustment, removal, or relocation of utility facilities in accordance with State laws and regulations and local laws, regulations, rules, policies, and procedures applicable to the Local Government. The Local Government must obtain advance approval for any variance from established procedures. The RTC-approved costs for utilities as shown in Attachment A, if any, shall be used to adjust, remove, or relocate utility facilities only to the extent the utility has a property right as shown in a recorded deed or easement. Article 11. Compliance with Laws; Environmental Review and Public Involvement Each Party shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts, administrative bodies or tribunals affecting the performance of this Agreement as applicable to it. When required, the Local Government shall furnish the State with satisfactory proof of compliance. As provided in 43 T.A.C. Section 2.1(b)(3), the department's environmental review requirements do not apply to the Project because the department is funding the Project solely with money held in a project subaccount created under Transportation Code, Section 228.012. However, the local government shall ensure that the Project complies with all applicable environmental review and public involvement requirements applicable to the Local Government under state and federal law in connection with the Project. The Local Government shall obtain the opinion of legal counsel showing the Local Government's environmental review and public involvement for the Project complies with state law and regulations, and with local laws, regulations, rules, policies, and procedures applicable to the Local Government. The Local Government shall maintain a copy of the certification in the project files. Article 12. Compliance with Texas Accessibility Standards and ADA The Local Government shall ensure that the plans for and the construction of the Project is in compliance with the Texas Accessibility Standards (TAS) issued by the Texas Department of Licensing and Regulation, under the Architectural Barriers Act, Article 9102, Texas Civil Statutes. The TAS establishes minimum accessibility requirements to be consistent with minimum accessibility requirements of the Americans with Disabilities Act (P. L. 101-336). Article 13. Work Outside the Project Site The Local Government shall provide both the necessary right of way and any other property interests needed for the Project. Page 4 of 9 CSJ: 0918-46-245, Bonnie Brae Road: From IH 35 East to US377 District # 18; Code Chart 64 #11400 Funding Category: RTR (SH 121 Subaccount Funds) Article 14. Insurance If this agreement authorizes the Local Government or its contractor to perform any work on State right of way, before beginning work the entity performing the work shall provide the State with a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on the State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and the State may recover damages and all costs of completing the work. Article 15. Audit Within 120 days of completion of the Project, the Local Government shall perform an audit of the costs of the Project. Any funds due to the State will be promptly paid by the Local Government. Article 16. Maintenance The Local Government shall be responsible for maintenance of the Project. Article 17. Responsibilities of the Parties a. The State and the Local Government agree that neither party is an agent, servant, or employee of the other party and each party agrees it is responsible for its individual acts and deeds, as well as the acts and deeds of its contractors, employees, representatives, and agents. b. To the extent permitted by law, the Local Government agrees to indemnify and save harmless the State, its agents and employees from all suits, actions or claims and from all liability and damages resulting from any and all injuries or damages sustained by any person or property in consequence of any neglect, error, or omission in the performance of the design, construction, maintenance or operation of the Project by the Local Government, its contractor(s), subcontractor(s), agents and employees, and from any claims or amounts arising or recovered under the "Workers' Compensation laws"; the Texas Tort Claims Act, Chapter 101, Texas Civil Practice and Remedies Code; or any other applicable laws or regulations, all as from time to time may be amended. c. The Parties expressly agree that the Project is not a joint venture or enterprise. However, if a court should find that the Parties are engaged in a joint venture or enterprise, then the Local Government, to the extent provided by law, agrees to pay any liability adjudicated against the State for acts and deeds of the Local Government, its employees or agents during the performance of the Project. d. To the extent provided by law, the Local Government shall also indemnify and save harmless the State from any and all expense, including, but not limited to, attorney's fees which may be incurred by the State in litigation or otherwise resisting said claim or liabilities which may be imposed on the State as a result of such activities by the Local Government, its agents, or employees. Page 5 of 9 CSJ: 0918-46-245, Bonnie Brae Road: From IH 35 East to US377 District # 18; Code Chart 64 #11400 Funding Category: RTR (SH 121 Subaccount Funds) Article 18. Notices All notices to either party by the other required under this Agreement shall be delivered personally or sent by certified or U.S. mail, postage prepaid or sent by electronic mail, (electronic notice being permitted to the extent permitted by law but only after a separate written consent of the parties), addressed to such party at the following addresses: Local Government: City of Denton Attn: City Engineer 901-A Texas Street Denton, TX 76209 State: Texas Department of Transportation Attn: District Engineer 4777 E. Highway 80 Dallas, Texas 75150 All notices shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that such notices shall be delivered personally or by certified U.S. mail and such request shall be honored and carried out by the other party. Article 19. Right of Access If the Local Government is the owner or otherwise controls access to any part of site of the Project, the Local Government shall permit the State or its authorized representative access to the site to perform any activities authorized in this Agreement. Article 20. Project Documents Upon completion or termination of this Agreement, all documents prepared by the State shall remain the property of the State. All data prepared under this Agreement by the Local Government shall be made available to the State without restriction or limitation on their further use. All documents produced or approved or otherwise created by the Local Government shall be transmitted to the State in the form of photocopy reproduction as required by the State. The originals shall remain the property of the Local Government. At the request of the State, the Local Government shall submit any information required by the State in the format directed by the State. Article 21. Inspection of Books and Records The Local Government shall keep a complete and accurate record to document the performance of the work on the Project and to expedite any audit that might be conducted. The Local Government shall maintain records sufficient to document that funds provided under the Agreement were expended only for eligible costs that were incurred in accordance with all applicable state and local laws, rules, policies, and procedures, and in accordance with all applicable provisions of this Agreement. The Local Government shall maintain all books, documents, papers, accounting records and other documentation relating to costs incurred under this Agreement and shall make such materials available to the State for review and inspection during the contract period and for four (4) years from the date of completion of work defined under this Agreement or until any pending litigation Page 6 of 9 CSJ: 0918-46-245, Bonnie Brae Road: From IH 35 East to US377 District # 18; Code Chart 64 #11400 Funding Category: RTR (SH 121 Subaccount Funds) or claims are resolved, whichever is later. Additionally, the State shall have access to all governmental records that are directly applicable to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions. Article 22. NCTCOG Acceptance of funds directly under the Agreement or indirectly through a subcontract under the Agreement acts as acceptance of the authority of NCTCOG and RTC to assist the Local Government's implementation of financial reporting and environmental review concerning the Project. The Local Government shall provide to NCTCOG on a monthly basis a report of expenses, including the Local Government's expenditure of local match funds. The report shall list separately the expenditures by project phase as shown in Attachment A, including but not limited to engineering, environmental review, right of way acquisition, and construction. The report shall also describe interest earned on money from the SH 121 Subaccount, including the interest rate, interest earned during the month, and cumulative interest earned. The report shall further describe the status of developing the Project. Not less than 60 days before the environmental review document is submitted to the governing body of the Local Government for final approval, the Local Government shall submit the document to NCTCOG for review and comment. NCTCOG may provide the Local Government technical assistance on the environmental review of the Project as mutually agreed between NCTCOG and the Local Government. Article 23. State Auditor The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under the Agreement or indirectly through a subcontract under the Agreement. Acceptance of funds directly under the Agreement or indirectly through a subcontract under this Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Article 24. Amendments By mutual written consent of the Parties, this contract may be amended prior to its expiration. Article 25. Termination The Agreement may be terminated in the following manner: • by mutual written agreement and consent of both parties, • by either party upon the failure of the other party to fulfill the obligations set forth herein, after a 45 day period to cure after receiving written notice of non-compliance, • by the State if the Local Government does not let the construction contract for the Project within one year after the State first provides 121 Funds for construction as shown in Attachment A, Payment Provision and Work Responsibilities, • by the State if the Local Government does not complete the Project within ten years after the effective date of the Agreement, Page 7 of 9 CSJ: 0918-46-245, Bonnie Brae Road: From IH 35 East to US377 District # 18; Code Chart 64 #11400 Funding Category: RTR (SH 121 Subaccount Funds) Article 26. Work by Debarred Person The Local Government shall not contract with any person that is suspended, debarred, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal agency or that is debarred or suspended by the State. Article 27. Sole Agreement The Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings or written or oral agreements respecting the Agreement's subject matter. Article 28. Successors and Assigns The State and the Local Government each binds itself, its successors, executors, assigns, and administrators to the other party to this agreement and to the successors, executors, assigns, and administrators of such other party in respect to all covenants of this agreement. The Local Government may assign its interests under the Agreement only with the written approval of the State. Article 29. Remedies The Agreement shall not be considered as specifying an exclusive remedy for a breach of the Agreement. All remedies existing at law or in equity are available to either Party and are cumulative. Article 30. Legal Construction If a provision of the Agreement shall be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision, and the Agreement shall be construed as if it did not contain the invalid, illegal or unenforceable provision. Article 31. Signatory Warranty The signatories to this agreement warrant that each has the authority to enter into this agreement on behalf of the party they represent. Page 8 of 9 CSJ: 0918-46-245, Bonnie Brae Road: From IH 35 East to US377 District # 18; Code Chart 64 #11400 Funding Category: RTR (SH 121 Subaccount Funds) IN WITNESS WHEREOF, THE STATE AND THE LOCAL GOVERNMENT have executed duplicate counterparts to effectuate this Agreement. THE STATE OF TEXAS Executed for the Executive Director and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission. By. Date Janice Mullenix Director, Contract Services Section, General Services Division THE LOCAL GOVERNMENT City of Denton By George C. Campbell City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: Date Page 9 of 9 CSJ: 0918-46-245, Bonnie Brae Road: From IH 35 East to US377 District # 18; Code Chart 64 #11400 Funding Category: RTR (SH 121 Subaccount Funds) ATTACHMENT A Payment Provision and Work Responsibilities For CSJ 0918-46-245, the State will pay $46,151,351.00 from the SH 121 Subaccount for Bonnie Brae Road from IH 35 East to US 377 to widen two (2) lane to four (4) lane arterial. In accordance with the allocation of funds approved by the RTC, and concurred with by the Texas Transportation Commission, the State will make the payments for the following work in the following Fiscal Years: Fiscal Year Expenditure Preliminary Engineering Right of Way Acquisition Utilities Construction 2009 $0.00 $0.00 $0.00 $0.00 2010 $5,159,507.00 $0.00 $0.00 $0.00 2011 $0.00 $1,123,064.00 $935,887.00 $0.00 2012 $0.00 $0.00 $0.00 $38,932,893.00 2013 $0.00 $0.00 $0.00 $0.00 The Local Government shall pay a required local match of $11,537,838.00. Upon completion of the Project, the Local Government will issue a signed "Notification of Completion" document to the State. The notice shall certify that the Project has been completed, all necessary inspections have been conducted, and the Project is open to traffic. Attachment A Ln m O k N m Lr } ko Ln C ko N LL O ci t/? 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'V? t/? t/? t/? t/? t/? t/? fV Q to C C C C C Y C C C C C 3 O O O O O O O O O O O Q co co co co co -6 co co co co co m 0 0 0 0 0 m 0 0 0 0 0 5 d d d d U, C7 C7 C7 C7 U N N N N 0 C In In 0 3 0 0 0 0 0 u.1 O O O O O LL N N N N N N N N N N ai l0 ~ N c m Q Y LL: N 3 EL U/ N Y 0 ~ O 0 d Ol Ol ~u O to N J N N O o 0 0 co 0 CO 0 v ) O O O °i° N 3 3 C Y N CL -r -r fa -0 -0 -0 O ou ou u .m -O N N N 2 2 H V to to to co Ii M a a a a a a a M M a a y 0 0 0 0 ui 0 ~ m m r, ui a a a a a a a a a a a l0 In N O O O c-I 3 ^ ^ ^ z O O Oo O N O O O O 0 O 0 O 0 O 0 O 0 O 0 O O o m m m m m m m m m m m d a O O - ci N N N m O O O O O O O O O O O LL } } } } } } } } } } } LL LL LL LL LL LL LL LL LL LL LL DRAFT MINUTES City Council Mobility Committee Tuesday, October 27, 2009 After determining that a quorum of the Mobility Committee of the Denton City Council was present, the Vice Chair of the Committee on the Mobility thereafter convened into an open meeting on Tuesday, October 27, 2009 at 2:05 p.m. in the City Council work session room, 215 E. McKinney Street, Denton, Texas, Present: Mayor Mark Burroughs, Council Member Dalton Gregory Absent: Chair Pete Kamp, excused Also Present: George Campbell, City Manager, Howard Martin, ACM Utilities, Jim Coulter, General Manager Water Utilities; Mark Nelson, Transportation Director, Frank Payne, City Engineer; Bob Ticker, Parks Superintendent; John Polster, ITS Consulting, Jim Witt, Executive Director DCTA; and Dee Leggett, Vice President Communications & Planning OPEN MEETING 4) ACM Report: a) RTR -Transportation Projects Update Transportation Director Mark Nelson called on Frank Payne, City Engineer, to present the update. Payne stated that the good news is that the City has received approval for RTR contracts with the State of Texas. Payne stated that staff will be presenting contracts to the Council in the very near future and that one contract will give financial oversight to COG and RTC and will provide for monthly reporting by the city to COG and RTC. Payne stated that the first the contract staff received was from COG and presented a bit of challenge to provide comments because they were extensive. After the Attorney General's opinion came out that COG could not receive and distribute these funds the City received a contract from TxDOT which looked very much like an advance funding agreement with the State. Staff received an agreement and with assistance from the Legal department returned it with edits back to TxDOT which stated that there no changes to the contract for anyone else and there would not be any for Denton. Staff had two concerns; one from the standpoint of liability in which the City would be required to address all state, federal, and local environmental laws; and, second wording concerning the procurement process. Staff was able to insert the word applicable so on both concerns which was more reasonable. When the contract was received by the City from TxDOT all four projects were encompassed in a single contract which is not the best way for the City to conduct business. TxDOT agreed to four separate contracts. Payne then stated that the Mayhill project received $56.7 million with approximately $45.3 coming from the State; $11.3 million from a local match split equally between the county and the City; Precincts 1 and 4 split half of the local match equally. The City match is $5.7 million Draft Minutes of the City Council Mobility Committee meeting October 27, 2009 Page 2 of 2 Payne stated that the Bonnie Brae project received $57.7 million with $46.2 million coming from the state; Denton County has pledged $2 million, the City's local match is significantly higher at $9.5 million for a total of $11.7 million. Payne stated that the City will have ten years to spend the money and it is believed that COG will be flexible with that timeline. Payne stated that when staff brings the contracts to the City Council there will be a recommended methodology with a menu of different options for funding the local match. Payne then stated that an Interlocal Agreement between the City and the County gives both entities the equal right to do the scope of a project and in this case it will set forth how much funding the County is going to put forth and will state where the City's funding is coming from. The next step will be a work session with City Council with a February 2010 date for approval. Payne then stated it will take one fiscal year to accomplish engineering, a second year for right- of-way acquisition and utility relocation; with construction beginning in the third fiscal year. Payne stated that staff recommends that contracts be approved prior to beginning a project. The State will deposit the money with the City with the requirement that the money must go into an interest bearing account with the City providing documentation of interest earned as well as documentation of what the interest money was used for. Council Member Dalton Gregory asked what the remaining two projects are. Payne replied an Intelligent Transportation System (ITS) and a Parks bridge project. Council Member Gregory then asked if the scope of the projects for Mayhill and Bonnie Brae include either sidewalks or lanes wide enough to accommodate bicyclists. Payne replied that both projects will have a wider outside lane to accommodate bicycles and that sidewalks have been budgeted for Bonnie Brae and possibly for Mayhill. Council Member Gregory suggested that staff consider the challenges of handicapped pedestrians when planning sidewalks. The meeting was adjourned by acclamation at 3 :43 p.m. This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: February 2, 2010 DEPARTMENT: Utilities -Rqh~ ACM: Howard Martin, 349-8232 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving an Interlocal Cooperation Agreement (ICA) in the amount of $11,537,838.00 between the City of Denton, Texas and Denton County Precinct No. 4 for the widening and construction of Bonnie Brae Road from the Interstate Highway 35 East (11-131 5E) service road south to U. S. Hwy. 377, authorizing the City Manager or his designee to execute said Agreement on behalf of the City of Denton; providing for the expenditure of funds; and providing an effective date. BACKGROUND The City of Denton applied for regional toll revenue (RTR) funding from S.H. 121 tolling proceeds for several major transportation projects in August 2007. The Bonnie Brae project (widening of Bonnie Brae Road from its existing collector configuration to a secondary arterial section from IH35E south to U.S. Hwy. 377 - refer to Exhibit 1) was selected for RTR funding. The total funded amount of the project is $57,689,189.00, with $46,151,351.00 coming from the State and $11,537,838.00 provided by local match. Denton County approved the expenditure of $2,000,000.00 from Precinct 4 as part of their TRIP-08 program. The intent of the ICA associated with this item (Exhibit 2) is to provide an agreement between the City and the County for the receipt and use of these funds consistent with the timing of the receipt of the RTR funding (prorated percentage based on fiscal year). A total of $9,537,838.00 of the required local match will need to be provided from the City of Denton. OPTIONS 1. Approve the interlocal cooperation agreement with Denton County. 2. Reject the interlocal cooperation agreement with Denton County. RECOMMENDATION Staff recommends approval of the ICA with Denton County in the amount of $11,537,838.00. The amount to be made available from Denton County will be $2.0 million dollars, with the City's share identified as being $9,537,838.00. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Not applicable. FISCAL INFORMATION Denton County has identified a total of $2.0 million dollars from the Transportation Road Improvement Program - 2008 (TRIP-08) funding available for the City's use. The County's share of the local match will be provided per fiscal year (FY), and coincidentally per phase, in proportion to the State's allocation of the RTR funding as included in Attachment A of the Advanced Funding Agreement (brought forward to Council at this meeting as a separate item for consideration): • FY2010 - $223,590.73 for Engineering. • FY2011 - $89,226.03 for Utility Relocations and Right-of-Way (ROW) Acquisition. • FY2012 - $1,687,183.24 for Construction. The City's share of the local match will also be required per fiscal year in proportion to the State's allocation of the RTR funding as shown in Attachment A of the Advanced Funding Agreement: • FY2010 - $1,066,286.05 for Engineering. • FY2011 - $425,511.73 for Utility Relocations and Right-of-Way (ROW) Acquisition. • FY2012 - $8,046,040.22 for Construction. It is probably worth noting that some amount of schedule flexibility/adjustment will likely have to be employed on this project inasmuch as the dollar amounts to spend in this timeframe are fairly significant. John Polster with Innovative Transportation Solutions, the City's transportation consultant, has communicated that the State has related to him their willingness to cooperate with the local entities as necessary to adjust AFA schedules to meet project timelines. The source of funding for the City's local match is proposed to be from a combination of reallocated funds from other General Fund Capital Improvement Projects (CIP) and possibly the sale of certificates of obligation or general obligation bonds. Reallocation amounts from various bond projects along with their funding source (type of bond and year sold) as recommended for FY2010 and FY2011 is shown on Exhibit 3. Based on records research and conversations with ITS, staff can find no further contractual obligation at this time with TxDOT for the use of the listed Fort Worth Drive Widening funds on the expansion of U.S. Hwy. 377 (totally funded through TxDOT and the County with RTR funding) or the funds remaining on Loop 288. Other than the completion of some minor sidewalk and retaining wall items, the Russell Newman Boulevard project is complete, and enough funding will be left in the project to complete these minor items. The other listed projects are completed. These reallocation amounts were presented to the CIP Oversight Committee for recommendation to City Council on January 7, 2010, and the Committee voted unanimously to recommend these transfers to Council for approval. BID INFORMATION Not applicable. EXHIBITS 1. Bonnie Brae Layout. 2. Ordinance with Interlocal Cooperative Agreement 3. Table of Possible Bond Transfers Respectfully submitted, Frank G. Payne, P.E. City Engineer N BONNIE BRAE ROAD 1-35E to HWY 377 ORDINANCE NO. 2010- AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN INTERLOCAL COOPERATION AGREEMENT IN THE AMOUNT OF $11,537,838 BETWEEN THE CITY OF DENTON, TEXAS AND DENTON COUNTY PRECINCT NO. 4 FOR THE WIDENING AND CONSTRUCTION OF BONNIE BRAE ROAD FROM THE INTERSTATE HIGHWAY 35 EAST (IH 35E) SERVICE ROAD SOUTH TO U.S. HIGHWAY 377; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Interlocal Cooperation Agreement (hereafter the "Agreement") by and between the City of Denton, Texas and Denton County Precinct No. 4 referenced herein, was presented to, reviewed by and considered by the City Council at its regularly called meeting of February 2, 2010, and the City Council, considering the consideration and the mutual benefits to be attained by both the City and County of Denton, does hereby approve said Agreement; WHEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby approves the Interlocal Cooperation Agreement between the City of Denton, Texas and Denton County Precinct No. 4 providing for the widening and construction of Bonnie Brae Road from the Interstate Highway 35 East Service Road South to U.S. Highway 377, substantially in accordance with the Interlocal Cooperation Agreement which is attached hereto as Exhibit "A" and is incorporated herewith by reference. The City Manager, or his designee, is authorized to execute the Agreement on behalf of the City. The City Manager, or his designee, is authorized to carry out the City's rights and duties under the Agreement. Any prior actions of the City taken pursuant to the Agreement are hereby ratified. SECTION 2. The City Council finds that the Agreement will benefit the City of Denton, Texas and is in the public interest. SECTION 3. The expenditure of funds as called for in the Agreement, is hereby authorized. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY I: ~P i. By: THE STATE OF TEXAS § COUNTY OF DENTON § INTERLOCAL COOPERATION AGREEMENT BETWEEN DENTON COUNTY, TEXAS, AND THE CITY OF DENTON, TEXAS THIS AGREEMENT is made, entered into and executed by and between Denton County, Texas, a political subdivision of the State of Texas, engaged in the administration of county government and related services for the citizens of Denton County, Texas, hereinafter "the County;" and the City of Denton, Texas, a corporate and political body duly organized and existing under the laws of the State of Texas, engaged in the administration of municipal government and related services for the citizens of the City of Denton, Texas, hereinafter "the City." The County and the City are hereinafter collectively referred to as "the Parties." WHEREAS, the County and the City mutually desire to enter into this Agreement whereby the City agrees to perform construction of the widening and other improvements to Bonnie Brae Road from Interstate Highway 35 East (I1-135E) south to its intersection with U.S. Highway 377 within the municipal limits of the City and Denton County Commissioner Precinct #4, hereinafter "the Project;" and WHEREAS, the Interlocal Cooperation Act, Texas Government Code Chapter 791, provides authorization for a local government to contract with one or more local governments to perform governmental functions and services under the terms of the Act and the County and the City hereby mutually agree to be subject to the provisions of the Act; and WHEREAS, the County and the City value the timely completion of the Project which involves roads which are an integral part of the County's road system and the Parties are undertaking the Project to improve safe travel on an improved roadway; and WHEREAS, the County included the widening of Bonnie Brae Road in its 2008 Transportation Road Improvement program (TRIP-08); and WHEREAS, the City applied for and received approval for the use of Regional Toll Revenue funding proceeds from the State Highway 121 (SH 121) Subaccount from the State of Texas for CSJ 0918-46-245 for the construction of the widening of Bonnie Brae Road; and NOW, THEREFORE, this Agreement is hereby made and entered into by the County and the City upon and for the mutual consideration stated herein: City of Denton IC A - Bonnie Brae Road Improvements Precinct 4 Page I of 9 WITNESSETH: 1. Pursuant to Texas Government Code §791.011, the County and the City hereby enter into this Agreement in order to perform certain governmental functions and services in the area of streets, roads and drainage. The purpose of this Agreement is to provide a governmental function or service that each party is authorized to perform individually. II. The County and the City hereby agree that the scope of the Project shall be limited to engineering, right-of-way acquisition and construction of the widening and other improvements to Bonnie Brae Road from Interstate Highway 35 East (IH35E) south to its intersection with U.S. Highway 377 within the municipal limits of the City and Denton County Commissioner Precinct #4. The project's total cost is currently estimated to be SIX MILLION FOUR HUNDRED FORTY NINE THOUSAND THREE HUNDRED EIGHTY THREE AND 78/100 DOLLARS ($6,449,383.78) for engineering, TWO MILLION FIVE HUNDRED SEVENTY THREE THOUSAND SIX HUNDRED EIGHTY EIGHT AND 76/100 DOLLARS ($2,573,688.76) for utilities and right-of-way (ROW) acquisition and FORTY EIGHT MILLION SIX HUNDRED SIXTY SIX THOUSAND ONE HUNDRED SIXTEEN AND 46/100 DOLLARS ($48,666,116.46) for construction for a total estimated cost of FIFTY SEVEN MILLION SIX HUNDRED EIGHTY NINE THOUSAND ONE HUNDRED AND EIGHTY NINE AND NO/100 DOLLARS ($57,689,189.00) for construction and consulting engineering services, hereinafter "the cost of the Project." III. The County agrees to contribute an estimated sum of TWO HUNDRED TWENTY THREE THOUSAND FIVE HUNDRED NINETY AND 73/100 DOLLARS ($223,590.73) in fiscal year 2010 (FY 2010) for engineering, EIGHTY NINE THOUSAND TWO HUNDRED TWENTY SIX AND 03/100 DOLLARS ($89,226.03) in FY 2011 for utilities and ROW acquisition, and ONE MILLION SIX HUNDRED EIGHTY SEVEN THOUSAND ONE HUNDRED EIGHTY THREE AND 24/100 DOLLARS ($1,687,183.24) in FY 2012 for construction for a total estimated cost of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) as the County's portion of the required twenty percent (20%) local match toward satisfactory completion of the Project. The City agrees to contribute an estimated sum of ONE City of Denton IC A - Bonnie Brae Road Improvements Precinct 4 Page 2 of 9 MILLION SIXTY SIX THOUSAND TWO HUNDRED EIGHTY SIX AND 05/100 DOLLARS ($1,066,286.05) in FY 2010 for engineering, FOUR HUNDRED TWENTY FIVE THOUSAND FIVE HUNDRED ELEVEN AND 73/100 DOLLARS ($425,511.73) in FY 2011 for utilities and ROW acquisition, and EIGHT MILLION FORTY SIX THOUSAND FORTY AND 22/100 DOLLARS ($8,046,040.22) in FY 2012 for construction for a total estimated cost of NINE MILLION FIVE HUNDRED THIRTY SEVEN THOUSAND EIGHT HUNDRED THIRTY EIGHT AND NO/100 DOLLARS ($9,537,838.00) as the City's portion of the required 20% local match toward the satisfactory completion of the project. This exchange of in-kind services is deemed adequate consideration for the obligations exchanged by the Parties herein. IV. The City agrees to secure a contract for the construction of the Project and to oversee any necessary right-of-way acquisition, utility relocation and engineering which may be required for satisfactory completion of the Project. In addition, the City will provide all project inspections and approve all payments, including requested funding from the County, as construction invoices are received. V. As the City proceeds with the completion of the Project, the City shall submit invoices for reimbursement to the Denton County Auditor, James Wells, 401 W. Hickory Street, Suite 423, Denton, Texas 76201, on a monthly basis, and the County shall reimburse the City for all approved expenses related to the Project within thirty (30) calendar days of receipt of an invoice from the City, provided that all expenditures are made in a manner which is consistent with the terms of this Agreement. Upon satisfactory completion of the Project, the County and the City shall prepare and complete a full audit of the Project. The City shall submit a copy of all invoices to Mr. John Polster, c/o Innovative Transportation Solutions, Inc., 2701 Valley View Lane, Farmers Branch, Texas 75234, at the same time invoices are submitted to the Denton County Auditor. VI. This Agreement may be terminated in whole or in part by the County or the City upon thirty [30] days written notice to the other party setting forth a substantial failure by the defaulting party to fulfill its obligations under this Agreement through no fault of the terminating party. No such termination may be affected unless the defaulting party is given: (1) written notice delivered via certified mail, return receipt requested, of intent to terminate, setting forth City of Denton IC A - Bonnie Brae Road Improvements Precinct 4 Page 3 of 9 the substantial failure to perform; and (2) not less than thirty [30] calendar days to cure the failure; and (3) an opportunity for consultation with the terminating party prior to termination. In the event of termination by the County, the County shall pay all approved invoices submitted up to and including the date of termination. VII. This Agreement represents the entire integrated agreement between the County and the City and supersedes all prior negotiations, representations and/or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both of the Parties. Notices shall be directed as follows: For City: Honorable Mark Burroughs Mayor of the City of Denton, Texas 215 E. McKinney Street Denton, Texas 76201 Copy To: Mr. George C. Campbell, City Manager City of Denton 215 E. McKinney Street Denton, Texas 76201 For County: Honorable Mary Horn Denton County Judge 110 West Hickory Denton, Texas 76201 Copy To: Denton County Criminal District Attorney's Office Civil Division 1450 East McKinney Street, Suite 3100 Denton, Texas 76209 VIII. The covenants, terms and conditions herein are to be construed under the laws of the State of Texas and are performable by the Parties in Denton County, Texas. The Parties mutually agree that venue for any obligation arising from this Agreement shall lie in Denton County, Texas. City of Denton IC A - Bonnie Brae Road Improvements Precinct 4 Page 4 of 9 IX. The County agrees and understands that the County, its employees, servants, agents and/or representatives shall at no time represent themselves to be employees, servants, agents and/or representatives of the City. X. The City agrees and understands that the City, its employees, servants, agents and/or representatives shall at no time represent themselves to be employees, servants, agents and/or representatives of the County. XI. The County agrees to accept full responsibility for the acts, negligence and/or omissions of all County employees, agents, subcontractors and/or contract laborers and for all other persons doing work under a contract or agreement with the County. XII. The City agrees to accept full responsibility for the acts, negligence and/or omissions of all City employees, agents, subcontractors and/or contract laborers and for all other persons doing work under a contract or agreement with the City. XIII. This Agreement is not intended to extend the liability of the Parties beyond that provided for by law. Neither the County nor the City waive, nor shall be deemed to have hereby waived, any immunity or defense that would otherwise be available to it against claims made by third parties. XIV. In the event that any portion of this Agreement shall be found to be contrary to law, it is the intent of the Parties hereto that the remaining portions shall remain valid and in full force and effect to the fullest extent possible. XV. The undersigned officers and/or agents of the Parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the Parties hereto, and each party hereby certifies to the other that any necessary resolutions extending said authority have been duly passed and are now in full force and effect. City of Denton IC A - Bonnie Brae Road Improvements Precinct 4 Page of 9 XVI. This Agreement becomes effective when signed by the last parry whose signing makes the respective agreement fully executed and the term of this Agreement is for the life of the Project beginning on the date of execution of this Agreement and continuing until the Project is completed. Executed in triplicate originals this DENTON COUNTY, TEXAS 110 West Hickory Denton, Texas 76201 day of , 2010. CITY OF DENTON, TEXAS 215 E. McKinney Denton, Texas 76201 By: Honorable Mary Horn Denton County Judge Acting on behalf and by the authority of The Commissioners Court of Denton County, Texas ATTEST: By: Denton County Clerk APPROVED AS TO FORM: By: Assistant District Attorney By: Honorable Mark Burroughs Mayor of the City of Denton, Texas Acting on behalf and by the authority of the City of Denton, Denton County, Texas ATTEST: By: City Secretary APPROVED AS TO FORM: By: City Attorney City of Denton IC A - Bonnie Brae Road Improvements Precinct 4 Page 6 of 9 COUNTY AUDITOR'S CERTIFICATE I hereby certify funds will be available to accomplish and pay the obligation of Denton County, Texas, under this Agreement. Denton County Auditor CITY CERTIFICATE I hereby certify funds will be available to accomplish and pay the obligation of the City of Denton, Texas, under this Agreement. Director of Finance City of Denton IC A - Bonnie Brae Road Improvements Precinct 4 Page 7 of 9 APPROVAL OF INTERLOCAL COOPERATION AGREEMENT Denton County, Texas, acting by and through the Denton County Commissioners Court, having been advised of the Project requiring the assignment of responsibility and obligation for widening and other improvements to Bonnie Brae Road from Interstate Highway 35 East (I1-135E) south to its intersection with U.S. Highway 377, located in the City of Denton, Texas, and Denton County Commissioner Precinct #4, herein gives its specific written approval to the Project prior to beginning the Project in satisfaction of the requirements of the Interlocal Cooperation Act, Texas Government Code Chapter 791, and specifically Texas Government Code §791.014. The description of the Project to be undertaken and its location are as follows: Widening and other improvements to Bonnie Brae Road from Interstate Highway 35 East (I1-135E) south to its intersection with U.S. Highway 377, located within the corporate limits of the City of Denton, Texas, and Denton County Commissioner Precinct #4 The local governments which requested the Project and with whom the agreement is by and between are Denton County, Texas, and the City of Denton, Texas. By vote on the date below, the Denton County Commissioners Court has approved the project identified above and authorized execution of this document by the presiding officer of the Denton County Commissioners Court. Date: By: Presiding Officer of the Denton County Commissioners Court City of Denton IC A - Bonnie Brae Road Improvements Precinct 4 Page 8 of 9 APPROVAL OF INTERLOCAL COOPERATION AGREEMENT The City of Denton, Texas, acting by and through the Denton City Council, having been advised of the Project requiring the assignment of responsibility and obligation for widening and other improvements to Bonnie Brae Road from Interstate Highway 35 East (IH35E) south to its intersection with U.S. Highway 377, located in the City of Denton, Texas, and Denton County Commissioner Precinct #4, herein gives its specific written approval to the Project prior to beginning the Project in satisfaction of the requirements of the Interlocal Cooperation Act, Texas Government Code Chapter 791. The description of the Project to be undertaken and its location are as follows: Widening and other improvements to Bonnie Brae Road from Interstate Highway 35 East (I1-135E) south to its intersection with U.S. Highway 377, located within the corporate limits of the City of Denton, Texas, and Denton County Commissioner Precinct #4. The local governments which requested the project and with whom the agreement is by and between are Denton County, Texas and the City of Denton, Texas. By vote on the date below, the Denton City Council has approved the Project identified above and authorized execution of this document by the presiding officer of the Denton City Council. Date: By: Presiding Officer of the City of Denton, Texas City of Denton IC A - Bonnie Brae Road Improvements Precinct 4 Page 9 of 9 Ln m O k N m Lr } ko Ln C ko N LL O ci t/? 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